Sec Form 4 Filing - PAPPAS ARTHUR M @ CoLucid Pharmaceuticals, Inc. - 2017-03-01

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 PAPPAS ARTHUR M 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O COLUCID PHARMACEUTICALS, INC., 222 THIRD STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2017 (Street) CAMBRIDGE, MA02142 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 03/01/2017 U 1,871,049 D $ 46.5 ( 1 ) 0 I By A. M. Pappas Life Science Ventures III, L.P. ( 2 ) Common Stock 03/01/2017 U 116,317 D $ 46.5 ( 1 ) 0 I By PV III CEO Fund, L.P. ( 3 ) Common Stock 03/01/2017 U 5,528 D $ 46.5 ( 1 ) 0 I By Pappas Capital, LLC ( 4 )

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 Stock Option (Right to Buy) $ 10 03/01/2017 D 5,954 ( 5 ) 05/05/2025 Common Stock 5,954 $ 36.5 0 D Stock Option (Right to Buy) $ 6.24 03/01/2017 D 8,897 ( 6 ) 05/10/2026 Common Stock 8,897 $ 40.26 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PAPPAS ARTHUR M C/O COLUCID PHARMACEUTICALS, INC. 222 THIRD STREET CAMBRIDGE, MA02142 X X A.M. Pappas Life Science Ventures III, L.P. 2520 MERIDIAN PARKWAY, SUITE 400 DURHAM, NC27713 X PV III CEO Fund, L.P. 2520 MERIDIAN PARKWAY, SUITE 400 DURHAM, NC27713 X PAPPAS CAPITAL, LLC 2520 MERIDIAN PARKWAY, SUITE 400 DURHAM, NC27713 X Signatures /s/ Christine G. Long, Attorney-in-Fact for Arthur M. Pappas (power of attorney previously filed) 03/01/2017 Signature of Reporting Person Date /s/ Christine G. Long, Attorney-in-Fact for A.M. Pappas Life Science Ventures III, L.P. (power of attorney previously filed) 03/01/2017 Signature of Reporting Person Date /s/ Christine G. Long, Attorney-in-Fact for PV III CEO Fund, L.P. (power of attorney previously filed) 03/01/2017 Signature of Reporting Person Date /s/ Christine G. Long, Attorney-in-Fact for Pappas Capital, LLC (power of attorney previously filed) 03/01/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Represents securities held directly by A.M. Pappas Life Science Ventures III, L.P. AMP&A Management III, LLC is the general partner of A. M. Pappas Life Science Ventures III, L.P. and has a management agreement with Pappas Capital, LLC (fka A. M. Pappas & Associates, LLC) ("Pappas Capital"). As a result, Pappas Capital's investment committee has sole power to vote or to direct the vote of, and sole power to dispose or to direct the disposition of, all shares owned A.M. Pappas Life Science Ventures III, L.P. The reporting person is the sole managing member of Pappas Capital. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 3 )Represents securities held directly by PV III CEO Fund, L.P. AMP&A Management III, LLC is the general partner of PV III CEO Fund, L.P. and has a management agreement with Pappas Capital. As a result, Pappas Capital's investment committee has sole power to vote or to direct the vote of, and sole power to dispose or to direct the disposition of, all shares owned PV III CEO Fund, L.P. The reporting person is the sole managing member of Pappas Capital. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 4 )Represents securities held directly by Pappas Capital. The reporting person is the sole managing member of Pappas Capital. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 5 )Pursuant to the terms of the Merger Agreement, these options, which were fully vested, 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. ( 6 )Pursuant to the terms of the Merger Agreement, these options, which provided for full vesting immediately prior to the start of the Issuer's first annual meeting of stockholders following the date of grant, 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.

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