SEC Form 4 · accession 0000911916-15-000187

CoLucid Pharmaceuticals, Inc. · CLCD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Richard J Markham

Director · 10% Owner

Care Capital Offshore Investments III LP

10% Owner

Care Capital Investments III L.P.

10% Owner

Care Capital III LLC

10% Owner

Period of report

May 11, 2015

Accepted (ET)

May 12, 2015 · 5:22 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001348649

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	May 11, 2015	C	1,520,136	—	A	1,520,136	I	By Care Capital Investments III, LP
Common Stock^F1,F2,F4	May 11, 2015	C	25,403	—	A	25,403	I	By Care Capital Offshore Investments III, LP

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series B Convertible Preferred Stock^F2,F3,F1,F5	—	May 11, 2015	C	1,199,841	D	—	—	Common Stock	1,199,841	I
Series B Convertible Preferred Stock^F2,F4,F1,F5	—	May 11, 2015	C	20,050	D	—	—	Common Stock	20,050	I
Series C Convertible Preferred Stock^F2,F3,F1,F5	—	May 11, 2015	C	320,295	D	—	—	Common Stock	320,295	I
Series C Convertible Preferred Stock^F2,F4,F1,F5	—	May 11, 2015	C	5,353	D	—	—	Common Stock	5,353	I

Explanation of responses

F1Each share of Series B and Series C Convertible Preferred Stock was convertible at any time at the option of the holder, and converted automatically into shares of the Issuer's Common Stock on a one-for-one basis in connection with the closing of the Issuer's initial public offering.
F2Care Capital III LLC is the general partner of Care Capital Investments III LP and Care Capital Offshore Investments III LP and as a result, Care Capital III LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Richard Markham, Jan Leschly, Jerry N. Karabelas and David R. Ramsay are the four managing members at Care Capital III LLC, and in their capacity as such, may be deemed to exercise shared voting and investment power over the shares held by the reporting persons, each of whom disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F3Represents securities held directly by Care Capital Investments III, LP. The reporting person is a partner in Care Capital Investments III, L.P., and shares voting and investment power with the other partners with respect to all of these shares. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F4Represents securities held directly by Care Capital Offshore Investments III, LP, an affiliate of Care Capital Investments III, LP. The reporting person is a partner in Care Capital Investments III, L.P., and shares voting and investment power with the other partners with respect to all of these shares. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F5The securities did not have an expiration date. The securities converted automatically into shares of the Issuer's Common Stock on a one-for-one basis in connection with the closing of the Issuer's initial public offering.