SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THREE ARCH MANAGEMENT III LLC

(Last)

(First)

(Middle)

3200 ALPINE ROAD

(Street)

PORTOLA VALLEY

94028

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONCERT PHARMACEUTICALS, INC. [ CNCE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2014

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/19/2014		C		13,545	A	⁽¹⁾	14,854⁽²⁾	I	See footnote⁽²⁾
Common Stock	02/19/2014		C		18,060	A	⁽¹⁾	32,914⁽²⁾	I	See footnote⁽²⁾
Common Stock	02/19/2014		C		3,612	A	⁽¹⁾	36,526⁽²⁾	I	See footnote⁽²⁾
Common Stock	02/19/2014		C		251,941	A	⁽¹⁾	276,295⁽³⁾	I	See footnote⁽³⁾
Common Stock	02/19/2014		C		335,922	A	⁽¹⁾	612,217⁽³⁾	I	See footnote⁽³⁾
Common Stock	02/19/2014		C		67,184	A	⁽¹⁾	679,401⁽³⁾	I	See footnote⁽³⁾
Common Stock	02/19/2014		P		5,281	A	$14	41,807⁽²⁾	I	See footnote⁽²⁾
Common Stock	02/19/2014		P		98,219	A	$14	777,620⁽³⁾	I	See footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	02/19/2014		C			76,531	⁽¹⁾	⁽⁴⁾	Common Stock	13,545	$0.00	0	I	See footnote⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	02/19/2014		C			102,041	⁽¹⁾	⁽⁴⁾	Common Stock	18,060	$0.00	0	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	02/19/2014		C			20,408	⁽¹⁾	⁽⁴⁾	Common Stock	3,612	$0.00	0	I	See footnote⁽²⁾
Series A Convertible Preferred Stock	⁽¹⁾	02/19/2014		C			1,423,469	⁽¹⁾	⁽⁴⁾	Common Stock	251,941	$0.00	0	I	See footnote⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	02/19/2014		C			1,897,959	⁽¹⁾	⁽⁴⁾	Common Stock	335,922	$0.00	0	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	02/19/2014		C			379,592	⁽¹⁾	⁽⁴⁾	Common Stock	67,184	$0.00	0	I	See footnote⁽³⁾

1. Name and Address of Reporting Person^*

THREE ARCH MANAGEMENT III LLC

(Last)

(First)

(Middle)

3200 ALPINE ROAD

(Street)

PORTOLA VALLEY

94028

(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^*

JAEGER WILFRED E

(Last)

(First)

(Middle)

C/O THREE ARCH PARTNERS

3200 ALPINE ROAD

(Street)

PORTOLA VALLEY

94028

(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^*

THREE ARCH ASSOCIATES III LP

(Last)

(First)

(Middle)

3200 ALPINE ROAD

(Street)

PORTOLA VALLEY

94028

(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^*

THREE ARCH PARTNERS III LP

(Last)

(First)

(Middle)

3200 ALPINE ROAD

(Street)

PORTOLA VALLEY

94028

(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^*

WAN MARK A

(Last)

(First)

(Middle)

C/O THREE ARCH PARTNERS

3200 ALPINE ROAD

(Street)

PORTOLA VALLEY

94028

(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. The Series A, Series B and Series C Convertible Preferred Stock converted into Common Stock on a 1-for-5.65 basis upon the closing of the issuer's initial public offering without payment of consideration.

2. These shares are owned directly by Three Arch Associates III, L.P. ("TAA III"). Three Arch Management III, L.L.C. ("TAM III") is the general partner of TAA III, and Wilfred Jaeger and Mark Wan, the Managing Members of TAM III, may be deemed to share voting and dispositive power over the shares held by TAA III. Such persons and entities disclaim beneficial ownership of the shares held by TAA III except to the extent of any pecuniary interest therein.

3. These shares are owned directly by Three Arch Partners III, L.P. ("TAP III"). Three Arch Management III, L.L.C. ("TAM III") is the general partner of TAP III, and Wilfred Jaeger and Mark Wan, the Managing Members of TAM III, may be deemed to share voting and dispositive power over the shares held by TAP III. Such persons and entities disclaim beneficial ownership of the shares held by TAP III except to the extent of any pecuniary interest therein.

4. Not applicable.

Remarks:

	/s/ Wilfred Jaeger, as Managing Member of Three Arch Management III, L.L.C.	02/21/2014
	/s/ Wilfred Jaeger	02/21/2014
	/s/ Wilfred Jaeger, as Managing Member of Three Arch Management III, L.L.C., general partner of Three Arch Associates III, L.P.	02/21/2014
	/s/ Wilfred Jaeger, as Managing Member of Three Arch Management III, L.L.C., general partner of Three Arch Partners III, L.P.	02/21/2014
	/s/ Mark Wan	02/21/2014
	** 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 4 (b)(v).
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