S-8

As filed with the Securities and Exchange Commission on March 1, 2016

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Concert Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Its Charter)




Delaware		20-4839882
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

99 Hayden Avenue, Suite 500 Lexington, MA 02421		02421
(Address of Principal Executive Offices)		(Zip Code)

2014 Stock Incentive Plan

(Full Title of the Plan)

Roger D. Tung, Ph.D.

President and Chief Executive Officer

99 Hayden Avenue, Suite 500

Lexington, MA 02421

(Name and Address of Agent For Service)

(781) 860-0045

(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer	¨	Accelerated filer	x

Non-accelerated filer	¨	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE




Title of Securities to be Registered		Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.001 par value per share	886,606 shares		$12.87 (2)	$11,410,619 (2)	$1,150



(1)	In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.



(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Global Market on February 24, 2016.

Statement of Incorporation by Reference

This Registration Statement on Form S-8, relating to the 2014 Stock Incentive Plan of Concert Pharmaceuticals, Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-195125, filed with the Securities and Exchange Commission on April 8, 2014 by the Registrant, relating to the Registrant’s Amended and Restated 2006 Stock Option and Grant Plan and 2014 Stock Incentive Plan, except for Item 8, Exhibits, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Lexington, Commonwealth of Massachusetts, on this 1^st day of March, 2016.




CONCERT PHARMACEUTICALS, INC.

By:	/s/ Roger. D Tung
		Roger D. Tung, Ph.D.
		President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Concert Pharmaceuticals, Inc., hereby severally constitute and appoint Roger D. Tung, Nancy Stuart and D. Ryan Daws, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Concert Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.




Signature	Title	Date

/s/ Roger D. Tung	Director, President and Chief Executive Officer (Principal Executive Officer)	March 1, 2016
Roger D. Tung, Ph.D.

/s/ Ryan Daws	Chief Financial Officer (Principal Financial Officer)	March 1, 2016
Ryan Daws

/s/ Pauline McGowan	Vice President, Finance and Corporate Controller (Principal Accounting Officer)	March 1, 2016
Pauline McGowan

/s/ Richard H. Aldrich	Director	March 1, 2016
Richard H. Aldrich

/s/ Thomas G. Auchincloss	Director	March 1, 2016
Thomas G. Auchincloss

/s/ Ronald W. Barrett	Director	March 1, 2016
Ronald W. Barrett, Ph.D.

/s/ Peter Barton Hutt	Director	March 1, 2016
Peter Barton Hutt

/s/ Wilfred E. Jaeger	Director	March 1, 2016
Wilfred E. Jaeger, M.D.

/s/ Helmut M. Schühsler	Director	March 1, 2016
Helmut M. Schühsler, Ph.D.

/s/ Wendell Wierenga,	Director	March 1, 2016
Wendell Wierenga, Ph.D.

EXHIBIT INDEX

Exhibit

Number

Description of Exhibit

Incorporated by Reference

Form

File Number

Date of Filing

Exhibit

Number

Filed

Herewith

4.1

Restated Certificate of Incorporation of the Registrant

8-K

001-36310

February 20, 2014

3.1

4.2

Amended and Restated By-Laws of the Registrant

8-K

001-36310

February 20, 2014

3.2

5.1

Opinion of Goodwin Procter LLP, counsel to the Registrant

23.1

Consent of Goodwin Procter LLP (included in Exhibit 5.1)

23.2

Consent of Ernst & Young LLP

24.1

Power of attorney (included on the signature pages of this registration statement)

99.1

2014 Stock Incentive Plan

S-1

333-193335

February 3, 2014

10.6