SEC Form 4 · accession 0000911916-17-000076
CoLucid Pharmaceuticals, Inc. · CLCD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 1, 2017
Accepted (ET)
Mar 1, 2017 · 12:20 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 StockF1,F2 | Mar 1, 2017 | U | 1,545,386 | $46.50 | D | 0 | I | By TVM Life Science Ventures VII L.P. |
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)F3 | $10.00 | Mar 1, 2017 | D | 5,954 | D | — | May 5, 2025 | Common Stock | 5,954 | 0 | D |
| Stock Option (Right to Buy)F3 | $8.50 | Mar 1, 2017 | D | 1,449 | D | — | Jan 4, 2026 | Common Stock | 1,449 | 0 | D |
| Stock Option (Right to Buy)F4 | $6.24 | Mar 1, 2017 | D | 8,897 | D | — | May 10, 2026 | Common Stock | 8,897 | 0 | D |
| Stock Option (Right to Buy)F3 | $9.62 | Mar 1, 2017 | D | 2,371 | D | — | Jul 1, 2026 | Common Stock | 2,371 | 0 | D |
| Stock Option (Right to Buy)F3 | $36.20 | Mar 1, 2017 | D | 658 | D | — | Jan 3, 2027 | Common Stock | 658 | 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 shares were tendered pursuant to the Merger Agreement in exchange for a cash payment of $46.50 per share in cash, without interest.
- F2Represents securities held directly by TVM Life Science Ventures VII L.P. TVM Life Science Ventures VII (GP) Ltd. is the general partner of TVM Life Science Ventures VII L.P. The reporting person is a managing partner of the investment team of TVM Life Science Venture Capital, which has voting and investment power with respect to 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.
- F3Pursuant to the terms of the Merger Agreement, these options, which were fully vested, 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.
- F4Pursuant to the terms of the Merger Agreement, these options, which provided for full vesting immediately prior to the start of the Issuer's first annual meeting of stockholders following the date of grant, 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.