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*
JAEGER WILFRED E

(Last) (First) (Middle)
C/O THREE ARCH PARTNERS
19 SOUTH B STREET, SUITE 14

(Street)
SAN MATEO CA 94401

(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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2015
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 12/14/2015 S 1,861 D $20.0881(1) 30,810 I See Footnote(2)
Common Stock 12/14/2015 S 100 D $20.0881(1) 1,657 I See Footnote(3)
Common Stock 12/14/2015 S 1,919 D $20.0881(1) 31,763 I See Footnote(4)
Common Stock 12/14/2015 S 42 D $20.0881(1) 702 I See Footnote(5)
Common Stock 12/15/2015 S 25,894 D $20.1041(6) 4,916 I See Footnote(2)
Common Stock 12/15/2015 S 1,392 D $20.1041(6) 265 I See Footnote(3)
Common Stock 12/15/2015 S 26,697 D $20.1041(6) 5,066 I See Footnote(4)
Common Stock 12/15/2015 S 589 D $20.1041(6) 113 I See Footnote(5)
Common Stock 12/16/2015 S 4,916 D $19.5656(7) 0 I See Footnote(2)
Common Stock 12/16/2015 S 265 D $19.5656(7) 0 I See Footnote(3)
Common Stock 12/16/2015 S 5,066 D $19.5656(7) 0 I See Footnote(4)
Common Stock 12/16/2015 S 113 D $19.5656(7) 0 I See Footnote(5)
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
1. Name and Address of Reporting Person*
JAEGER WILFRED E

(Last) (First) (Middle)
C/O THREE ARCH PARTNERS
19 SOUTH B STREET, SUITE 14

(Street)
SAN MATEO CA 94401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THREE ARCH MANAGEMENT III LLC

(Last) (First) (Middle)
C/O THREE ARCH PARTNERS
19 SOUTH B STREET, SUITE 14

(Street)
SAN MATEO CA 94401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Three Arch Management IV, L.L.C.

(Last) (First) (Middle)
C/O THREE ARCH PARTNERS
19 SOUTH B STREET, SUITE 14

(Street)
SAN MATEO CA 94401

(City) (State) (Zip)
Explanation of Responses:
1. The range of prices for the transaction reported on this line was $20.00 to $20.17. The average weighted price was $20.088057. The reporting person will provide, upon request by the SEC, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
2. 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.
3. These shares are owned directly by Three Arch Associates III, L.P. ("TAA III"). 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.
4. 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.
5. These shares are owned directly by Three Arch Associates IV, L.P. ("TAA IV"). 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.
6. The range of prices for the transaction reported on this line was $20.00 to $20.38. The average weighted price was $20.104108. The reporting person will provide, upon request by the SEC, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
7. The range of prices for the transaction reported on this line was $19.40 to $20.04. The average weighted price was $19.5656. The reporting person will provide, upon request by the SEC, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
Remarks:
Following the transaction reported in this Form 4, Wilfred Jaeger, as a director of the Issuer, will remain subject to Section 16.
/s/ Wilfred Jaeger 12/16/2015
/s/ Wilfred Jaeger, as Managing Member of Three Arch Management III, L.L.C. 12/16/2015
/s/ Wilfred Jaeger, as Managing Member of Three Arch Management IV, L.L.C. 12/16/2015
** 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 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).
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