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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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 IV, L.L.C.

(Last) (First) (Middle)
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 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)
Code V Amount (A) or (D) Price
Common Stock 02/19/2014 C 5,735 A (1) 6,289(2) I See footnote(2)
Common Stock 02/19/2014 C 7,647 A (1) 13,936(2) I See footnote(2)
Common Stock 02/19/2014 C 1,529 A (1) 15,465(2) I See footnote(2)
Common Stock 02/19/2014 C 259,751 A (1) 284,860(3) I See footnote(3)
Common Stock 02/19/2014 C 346,335 A (1) 631,195(3) I See footnote(3)
Common Stock 02/19/2014 C 69,267 A (1) 700,462(3) I See footnote(3)
Common Stock 02/19/2014 P 2,236 A $14 17,701(2) I See footnote(2)
Common Stock 02/19/2014 P 101,264 A $14 801,726(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) 02/19/2014 C 32,405 (1) (4) Common Stock 5,735 $0.00 0 I See footnote(2)
Series B Convertible Preferred Stock (1) 02/19/2014 C 43,206 (1) (4) Common Stock 7,647 $0.00 0 I See footnote(2)
Series C Convertible Preferred Stock (1) 02/19/2014 C 8,641 (1) (4) Common Stock 1,529 $0.00 0 I See footnote(2)
Series A Convertible Preferred Stock (1) 02/19/2014 C 1,467,595 (1) (4) Common Stock 259,751 $0.00 0 I See footnote(3)
Series B Convertible Preferred Stock (1) 02/19/2014 C 1,956,794 (1) (4) Common Stock 346,335 $0.00 0 I See footnote(3)
Series C Convertible Preferred Stock (1) 02/19/2014 C 391,359 (1) (4) Common Stock 69,267 $0.00 0 I See footnote(3)
1. Name and Address of Reporting Person*
Three Arch Management IV, L.L.C.

(Last) (First) (Middle)
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JAEGER WILFRED E

(Last) (First) (Middle)
C/O THREE ARCH PARTNERS
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THREE ARCH ASSOCIATES IV LP

(Last) (First) (Middle)
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THREE ARCH PARTNERS IV LP

(Last) (First) (Middle)
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WAN MARK A

(Last) (First) (Middle)
C/O THREE ARCH PARTNERS
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(City) (State) (Zip)
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 IV, L.P. ("TAA IV"). Three Arch Management IV, L.L.C. ("TAM IV") is the general partner of TAA IV, and Wilfred Jaeger and Mark Wan, the Managing Members of TAM IV, may be deemed to share voting and dispositive power over the shares held by TAA IV. Such persons and entities disclaim beneficial ownership of the shares held by TAA IV except to the extent of any pecuniary interest therein.
3. These shares are owned directly by Three Arch Partners IV, L.P. ("TAP IV"). Three Arch Management IV, L.L.C. ("TAM IV") is the general partner of TAP IV, and Wilfred Jaeger and Mark Wan, the Managing Members of TAM IV, may be deemed to share voting and dispositive power over the shares held by TAP IV. Such persons and entities disclaim beneficial ownership of the shares held by TAP IV except to the extent of any pecuniary interest therein.
4. Not applicable.
Remarks:
/s/ Wilfred Jaeger, as Managing Member of Three Arch Management IV, L.L.C. 02/21/2014
/s/ Wilfred Jaeger 02/21/2014
/s/ Wilfred Jaeger, as Managing Member of Three Arch Management IV, L.L.C., general partner of Three Arch Associates IV, L.P. 02/21/2014
/s/ Wilfred Jaeger, as Managing Member of Three Arch Management IV, L.L.C., general partner of Three Arch Partners IV, 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).
** 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.