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