Sec Form 4 Filing - Mathers Thomas P. @ CoLucid Pharmaceuticals, Inc. - 2016-12-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Mathers Thomas P.
2. Issuer Name and Ticker or Trading Symbol
CoLucid Pharmaceuticals, Inc. [ CLCD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O COLUCID PHARMACEUTICALS, INC., 222 THIRD STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/05/2016
(Street)
CAMBRIDGE, MA02142
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/05/2016 M 3,756 A 255,768 ( 2 ) D
Common Stock 12/05/2016 S 1,502 ( 3 ) D $ 38.75 254,266 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units ( 1 ) 12/05/2016 M 3,756 ( 4 ) ( 4 ) Common Stock 3,756 $ 0 108,902 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mathers Thomas P.
C/O COLUCID PHARMACEUTICALS, INC.
222 THIRD STREET
CAMBRIDGE, MA02142
X Chief Executive Officer
Signatures
/s/ Christine G. Long, Attorney-in-Fact for Thomas P. Mathers (power of attorney previously filed) 12/05/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of CoLucid Pharmaceuticals, Inc. common stock.
( 2 )Includes 3,092 shares acquired under the CoLucid Pharmaceuticals, Inc. Employee Stock Purchase Plan through November 30, 2016.
( 3 )Securities sold pursuant to a written plan intended to comply with Rule 10b5-1(c)(i) adopted by Mr. Mathers on August 19, 2016. The purpose of the plan was to sell shares of common stock in order to pay the taxesrelated to the settlement of the RSUs.
( 4 )On May 5, 2015, the reporting person received 360,508 RSUs. Those RSUs vest as follows: 50% of the RSUs vested on November 5, 2015; 12.5% of the RSUs vested on May 5, 2016; and the remaining RSUs vest in a series of 36 successive equal monthly installments upon completion of each additional month of service.

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).
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