Amended Statement of Changes in Beneficial Ownership (4/a)
May 11 2015 - 2:43PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
TREU JESSE I
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2. Issuer Name
and
Ticker or Trading Symbol
CoLucid Pharmaceuticals, Inc.
[
CLCD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O DOMAIN ASSOCIATES, LLC, ONE PALMER SQUARE, SUITE 515
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/5/2015
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(Street)
PRINCETON, NJ 08542
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
5/7/2015
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$10.00
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5/5/2015
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A
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5954
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(1)
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5/5/2025
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Common Stock
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5954
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$0
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5954
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D
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Series C Preferred Stock
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(5)
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12/15/2014
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J
(2)
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8455
(3)
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(5)
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(5)
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Common Stock
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8455
(3)
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$8.54
(3)
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8455
(3)
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I
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By Domain Partners VI, L.P.
(6)
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Series C Preferred Stock
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(5)
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1/12/2015
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P
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456301
(3)
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(5)
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(5)
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Common Stock
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456301
(3)
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$8.54
(3)
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464756
(3)
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I
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By Domain Partners VI, L.P.
(6)
(7)
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Series A Preferred Stock
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(5)
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1/12/2015
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J
(4)
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640114
(3)
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(5)
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(5)
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Common Stock
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640114
(3)
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(4)
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798188
(3)
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I
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By Domain Partners VI, L.P.
(6)
(7)
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Series B Preferred Stock
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(5)
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1/12/2015
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J
(4)
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752684
(3)
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(5)
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(5)
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Common Stock
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752684
(3)
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(4)
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939289
(3)
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I
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By Domain Partners VI, L.P.
(6)
(7)
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Explanation of Responses:
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(
1)
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The options vest in full immediately prior to the start of the Issuer's first annual meeting of stockholders following May 5, 2015.
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(
2)
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Shares issued upon conversion of a note.
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(
3)
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Share numbers and prices reflect the 1-for-40.7 split that was subsequently effected on 04/17/2015.
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(
4)
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Shares issued in connection with the 01/12/2015 purchase of shares of Series C Preferred Stock.
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(
5)
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All outstanding shares of the Issuer's preferred stock automatically convert into Common Stock upon the closing of the Issuer's initial public offering for no additional consideration. The preferred stock has no expiration date.
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(
6)
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As a managing member of the sole general partner of Domain Partners VI, L.P., the Reporting Person may be deemed to indirectly beneficially own the securities of the Issuer held by Domain Partners VI, L.P. Pursuant to Instruction 4(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities owned by Domain Partners VI, L.P., however he disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.
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(
7)
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As a managing member of the sole general partner of DP VI Associates, L.P., the Reporting Person also may be deemed to indirectly beneficially own 1,954 shares of Series A Preferred Stock and 1,565 shares of Series B Preferred Stock (both giving effect to the share split referred to in Footnote (3) above) held by DP VI Associates, L.P. Pursuant to Instruction 4(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities owned by DP VI Associates, L.P., however he disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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TREU JESSE I
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE, SUITE 515
PRINCETON, NJ 08542
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X
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X
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Signatures
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/s/ Kathleen K. Schoemaker, Attorney-in-Fact
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5/11/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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