SEC Form 4 · accession 0000911916-17-000070
CoLucid Pharmaceuticals, Inc. · CLCD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Linda C. Hogan
Officer — Head, Bus. Dev. and Strategy
Period of report
Mar 1, 2017
Accepted (ET)
Mar 1, 2017 · 12:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001348649
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F1 | $10.00 | Mar 1, 2017 | D | 46,966 | D | — | May 5, 2025 | Common Stock | 46,966 | 0 | D |
| Stock Option (Right to Buy)F2 | $7.56 | Mar 1, 2017 | D | 5,741 | D | — | Aug 4, 2025 | Common Stock | 5,741 | 0 | D |
| Stock Option (Right to Buy)F3 | $6.75 | Mar 1, 2017 | D | 26,594 | D | — | Mar 4, 2026 | Common Stock | 26,594 | 0 | D |
Explanation of responses
- F1Pursuant 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 options, which provided that 33% 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.
- F2These options, which provided that one-third 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.
- F3These 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.