SEC Form 4 · accession 0000911916-17-000068

CoLucid Pharmaceuticals, Inc. · CLCD

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

Reporting owner

Matthew D Dallas

Officer — Chief Financial Officer

Period of report

Mar 1, 2017

Accepted (ET)

Mar 1, 2017 · 12:12 pm EST

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	Mar 1, 2017	U	2,708	$46.50	D	0	D
Common Stock^F3	Mar 1, 2017	D	37,500	$46.50	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F4	$10.00	Mar 1, 2017	D	180,254	D	—	May 5, 2025	Common Stock	180,254	D
Employee Stock Option (Right to Buy)^F5	$7.56	Mar 1, 2017	D	30,000	D	—	Aug 4, 2025	Common Stock	30,000	D
Employee Stock Option (Right to Buy)^F6	$6.75	Mar 1, 2017	D	37,500	D	—	Mar 4, 2026	Common Stock	37,500	D

Explanation of responses

F1Includes 80 shares acquired under the CoLucid Pharmaceuticals, Inc. Employee Stock Purchase Plan through February 19, 2017.
F2Pursuant to the terms of the Agreement and Plan of Merger, dated January 17, 2017 (the "Merger Agreement"), by and among CoLucid Pharmaceuticals, Inc. (the "Issuer"), Eli Lilly and Company ("Lilly") and ProCar Acquisition Corporation, a wholly-owned subsidiary of Lilly, these shares were tendered pursuant to the Merger Agreement in exchange for a cash payment of $46.50 per share in cash, without interest.
F3These restricted stock units, which by their terms were convertible into common stock of the Issuer on a one-for-one basis, vesting in a series of 48 successive equal monthly installments with the first monthly installment vesting on the grant date and the future installments vesting on the first day of each calendar month, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $46.50 per share in cash, without interest.
F4These options, which provided that 25% of the shares vested on May 5, 2016, and the remaining shares vesting in a series of 36 successive equal monthly installments upon completion of each additional month of service, were cancelled in exchange for a cash payment of $46.50 less the per share exercise price multiplied by the number of unexercised options, without interest.
F5These options, which provided that 25% of the shares vested on August 4, 2016, and the remaining shares vesting in a series of 36 successive equal monthly installments upon completion of each additional month of service, were cancelled in exchange for a cash payment of $46.50 less the per share exercise price multiplied by the number of unexercised options, without interest.
F6These options, which provided for vesting in a series of 48 successive equal monthly installments with the first monthly installment vesting on the grant date and the future installments vesting on the first day of each calendar month, were cancelled in exchange for a cash payment of $46.50 less the per share exercise price multiplied by the number of unexercised options, without interest.