0000911916-17-000072.txt : 20170301 0000911916-17-000072.hdr.sgml : 20170301 20170301121453 ACCESSION NUMBER: 0000911916-17-000072 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170301 FILED AS OF DATE: 20170301 DATE AS OF CHANGE: 20170301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CoLucid Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001348649 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 203419541 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 222 THIRD STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 781-365-2596 MAIL ADDRESS: STREET 1: 222 THIRD STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: Colucid Pharmaceuticals Inc DATE OF NAME CHANGE: 20060104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kuca Bernice CENTRAL INDEX KEY: 0001639976 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37358 FILM NUMBER: 17652625 MAIL ADDRESS: STREET 1: 15 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-03-01 1 0001348649 CoLucid Pharmaceuticals, Inc. CLCD 0001639976 Kuca Bernice C/O COLUCID PHARMACEUTICALS, INC. 222 THIRD STREET CAMBRIDGE MA 02142 0 1 0 0 Head,Clin. and Reg. Operations Common Stock 2017-03-01 4 U 0 2729 46.50 D 0 D Common Stock 2017-03-01 4 D 0 37500 46.50 D 0 D Employee Stock Option (right to buy) 10.00 2017-03-01 4 D 0 270381 36.50 D 2025-05-05 Common Stock 270381 0 D Employee Stock Option (right to buy) 6.75 2017-03-01 4 D 0 37500 39.75 D 2026-03-04 Common Stock 37500 0 D Includes 143 shares acquired under the CoLucid Pharmaceuticals, Inc. Employee Stock Purchase Plan through February 19, 2017. Pursuant to the terms of the Agreement and Plan of Merger, dated January 17, 2017 (the "Merger Agreement"), by and among CoLucid Pharmaceuticals, Inc. (the "Issuer"), Eli Lilly and Company ("Lilly") and ProCar Acquisition Corporation, a wholly-owned subsidiary of Lilly, these shares were tendered pursuant to the Merger Agreement in exchange for a cash payment of $46.50 per share in cash, without interest. These restricted stock units, which by their terms were convertible into common stock of the Issuer on a one-for-one basis, vesting in a series of 48 successive equal monthly installments with the first monthly installment vesting on the grant date and the future installments vesting on the first day of each calendar month, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $46.50 per share in cash, without interest. These options, which provided that 25% of the shares vested on May 5, 2016, and the remaining shares vesting in a series of 36 successive equal monthly installments upon completion of each additional month of service, were cancelled in exchange for a cash payment of $46.50 less the per share exercise price multiplied by the number of unexercised options, without interest. These options, which provided for vesting in a series of 48 successive equal monthly installments with the first monthly installment vesting on the grant date and the future installments vesting on the first day of each calendar month, were cancelled in exchange for a cash payment of $46.50 less the per share exercise price multiplied by the number of unexercised options, without interest. /s/ Christine G. Long, Attorney-in-Fact for Bernice Kuca (power of attorney previously filed) 2017-03-01