SEC Form 4 · accession 0000911916-17-000078
CoLucid Pharmaceuticals, Inc. · CLCD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas P. Mathers
Officer — Chief Executive Officer · Director
Period of report
Mar 1, 2017
Accepted (ET)
Mar 1, 2017 · 12:22 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 | Mar 1, 2017 | U | 173,519 | $46.50 | D | 0 | D | |
| Common StockF2 | Mar 1, 2017 | D | 83,000 | $46.50 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F3 | $10.00 | Mar 1, 2017 | D | 360,508 | D | — | May 5, 2025 | Common Stock | 360,508 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $6.75 | Mar 1, 2017 | D | 83,000 | D | — | Mar 4, 2026 | Common Stock | 83,000 | 0 | D |
| Restricted Stock UnitsF5,F6 | — | Mar 1, 2017 | D | 105,147 | D | — | — | Common Stock | 105,147 | 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.
- F2These 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.
- F3These options, which provided that 50% of the shares vested on November 5, 2015, 12.5% 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.
- F4These 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.
- F5Each restricted stock unit ("RSU") represented a contingent right to receive one share of CoLucid Pharmaceuticals, Inc. common stock.
- F6These restricted stock units, which by their terms were convertible into common stock of the Issuer, vesting on a one-for-one basis as to 50% of the RSUs on November 5, 2015, 12.5% of the RSUs on May 5, 2016, and the remaining RSUs in a series of 36 successive equal monthly installments upon completion of each additional month of service, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $46.50 per share in cash, without interest.