SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* PAPPAS ARTHUR M (Last) (First) (Middle) 15 NEW ENGLAND EXECUTIVE PARK (Street) BURLINGTON MA 01803 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/05/2015	3. Issuer Name and Ticker or Trading Symbol CoLucid Pharmaceuticals, Inc. [ CLCD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2	I	By A. M. Pappas Life Science Ventures III, L.P.(1)
Common Stock	5,528	I	By A.M. Pappas & Associates, LLC(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(4)	(5)	Common Stock	578,297	(4)	I	By A. M. Pappas Life Science Ventures III, L.P.(1)
Series A Convertible Preferred Stock	(4)	(5)	Common Stock	35,953	(4)	I	By PV III CEO Fund, L.P.(3)
Series B Convertible Preferred Stock	(4)	(5)	Common Stock	675,588	(4)	I	By A. M. Pappas Life Science Ventures III, L.P.(1)
Series B Convertible Preferred Stock	(4)	(5)	Common Stock	41,996	(4)	I	By PV III CEO Fund, L.P.(3)
Series C Convertible Preferred Stock	(4)	(5)	Common Stock	334,722	(4)	I	By A. M. Pappas Life Science Ventures III, L.P.(1)
Series C Convertible Preferred Stock	(4)	(5)	Common Stock	20,808	(4)	I	By PV III CEO Fund, L.P.(3)

1. Name and Address of Reporting Person* PAPPAS ARTHUR M (Last) (First) (Middle) 15 NEW ENGLAND EXECUTIVE PARK (Street) BURLINGTON MA 01803 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* A.M. Pappas Life Science Ventures III, L.P. (Last) (First) (Middle) 2520 MERIDIAN PARKWAY, SUITE 400 (Street) DURHAM NC 27713 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PV III CEO Fund, L.P. (Last) (First) (Middle) 2520 MERIDIAN PARKWAY, SUITE 400 (Street) DURHAM NC 27713 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* A.M. Pappas & Associates, LLC (Last) (First) (Middle) 2520 MERIDIAN PARKWAY, SUITE 400 (Street) DURHAM NC 27713 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents securities held directly by A.M. Pappas Life Science Ventures III, L.P. AMP&A Management III, LLC is the general partner of A. M. Pappas Life Science Ventures III, L.P. and has a management agreement with A. M. Pappas & Associates, LLC. As a result, A. M. Pappas & Associates, LLC's investment committee has sole power to vote or to direct the vote of, and sole power to dispose or to direct the disposition of, all shares owned A.M. Pappas Life Science Ventures III, L.P. The reporting person is the sole managing member of A. M. Pappas & Associates, LLC. 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.

2. Represents securities held directly by A. M. Pappas & Associates, LLC. The reporting person is the sole managing member of A. M. Pappas & Associates, LLC. 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.

3. Represents securities held directly by PV III CEO Fund, L.P. AMP&A Management III, LLC is the general partner of PV III CEO Fund, L.P. and has a management agreement with A. M. Pappas & Associates, LLC. As a result, A. M. Pappas & Associates, LLC's investment committee has sole power to vote or to direct the vote of, and sole power to dispose or to direct the disposition of, all shares owned PV III CEO Fund, L.P. The reporting person is the sole managing member of A. M. Pappas & Associates, LLC. 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.

4. Each share of Series A, Series B and Series C Convertible Preferred Stock is convertible at any time at the option of the holder, and will convert automatically into shares of the Issuer's Common Stock on a one-for-one basis in connection with the closing of the Issuer's initial public offering.

5. The securities do not have an expiration date. The securities convert automatically into shares of the Issuer's Common Stock on a one-for-one basis in connection with the closing of the Issuer's initial public offering.

Remarks:

Exhibit 24 - Powers of Attorney

	/s/ Miranda S. Hirner, Attorney-in-Fact for Arthur M. Pappas (power of attorney filed herewith)	05/05/2015
	/s/ Miranda S. Hirner, Attorney-in-Fact for A.M. Pappas Life Science Ventures III, L.P. (power of attorney filed herewith)	05/05/2015
	/s/ Miranda S. Hirner, Attorney-in-Fact for PV III CEO Fund, L.P. (power of attorney filed herewith)	05/05/2015
	/s/ Miranda S. Hirner, Attorney-in-Fact for A.M. Pappas & Associates, LLC (power of attorney filed herewith)	05/05/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.