Sec Form 4 Filing - Tung Roger D @ CONCERT PHARMACEUTICALS, INC. - 2023-03-06

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Tung Roger D 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O CONCERT PHARMACEUTICALS, INC., 65 HAYDEN AVENUE, SUITE 3000N 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2023 (Street) LEXINGTON, MA02421 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 03/06/2023 U 756,427 D 0 D Common Stock 03/06/2023 D 57,916 ( 3 ) D 0 D Common Stock 03/06/2023 U 121,873 D 0 I By Roger D. Tung 2011 GRAT ( 4 ) Common Stock 03/06/2023 U 13,274 D 0 I By Tung Family Investment Trust ( 5 ) Common Stock 03/06/2023 U 12,389 D 0 I By RD Tung Irrevocable Trust ( 6 )

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 Performance Stock Units ( 7 ) 03/06/2023 D 156,675 ( 7 ) ( 7 ) Common Stock 156,675 ( 7 ) 0 D Stock Option (Right to Buy) $ 8.4 03/06/2023 D 203,300 ( 8 )( 9 ) 06/09/2024 Common Stock 203,300 ( 8 ) ( 9 ) 0 D Stock Option (Right to Buy) $ 16.85 03/06/2023 D 170,000 ( 8 )( 9 ) 01/06/2026 Common Stock 170,000 ( 8 ) ( 9 ) 0 D Stock Option (Right to Buy) $ 10.97 03/06/2023 D 200,000 ( 8 )( 9 ) 01/03/2027 Common Stock 200,000 ( 8 ) ( 9 ) 0 D Stock Option (Right to Buy) $ 27.59 03/06/2023 D 200,000 ( 8 )( 9 ) 01/03/2028 Common Stock 200,000 ( 8 ) ( 9 ) 0 D Stock Option (Right to Buy) $ 13.93 03/06/2023 D 200,000 ( 8 )( 9 ) 01/03/2029 Common Stock 200,000 ( 8 ) ( 9 ) 0 D Stock Option (Right to Buy) $ 10.87 03/06/2023 D 151,600 ( 8 )( 9 ) 02/13/2030 Common Stock 151,600 ( 8 ) ( 9 ) 0 D Stock Option (Right to Buy) $ 13.07 03/06/2023 D 205,000 ( 8 )( 9 ) 01/04/2031 Common Stock 205,000 ( 8 ) ( 9 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tung Roger D C/O CONCERT PHARMACEUTICALS, INC. 65 HAYDEN AVENUE, SUITE 3000N LEXINGTON, MA02421 X Chief Executive Officer Signatures /s/ Jeffrey A. Munsie, attorney-in-fact 03/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 19, 2023, by and among Concert Pharmaceuticals, Inc. (the "Issuer"), Sun Pharmaceutical Industries Ltd. ("Parent") and Foliage Merger Sub, Inc., an indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of March 6, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $8.00 in cash (the "Cash Amount"), plus one non-tradeable contingent value right (a "CVR," and together with the Cash Amount, the "Per Share Consideration"), which represents the right to receive contingent payments of up to $3.50 per Share, in cash, (continued in Footnote 2) ( 2 )in the aggregate, upon the achievement of certain milestones (such applicable payment, each, a "Milestone Payment") prior to December 31, 2029, subject to any applicable withholding of taxes and without interest. ( 3 )This line item represents unvested time-based restricted stock units with respect to the Issuer's common stock ("RSUs") held by the Reporting Person. Pursuant to the terms of the Merger Agreement, at the Effective Time, each unvested RSU that was outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive, for each Share underlying such RSU, the Per Share Consideration, subject to withholding of applicable taxes and without interest. ( 4 )Shares held by Roger D. Tung 2011 GRAT. Dr. Tung's spouse is a co-trustee of the Roger D. Tung 2011 GRAT. Dr. Tung disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. ( 5 )Shares held by the Tung Family Investment Trust. Dr. Tung is the sole trustee of the Tung Family Investment Trust. Dr. Tung disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. ( 6 )Shares held by the RD Tung Irrevocable Trust. Dr. Tung's spouse is a co-trustee of the RD Tung Irrevocable Trust. Dr. Tung disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. ( 7 )This line item represents unvested performance-based restricted stock units with respect to the Issuer's common stock ("PSUs") held by the Reporting Person. Each PSU represents a contingent right to receive one Share. Pursuant to the terms of the Merger Agreement, at the Effective Time, each unvested PSU that was outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive, at such time and subject to the satisfaction of the same performance and vesting terms and conditions as applied to such PSU immediately prior to the Effective Time, for each Share underlying such PSU, the Per Share Consideration, subject to withholding of applicable taxes and without interest. ( 8 )Pursuant to the terms of the Merger Agreement, at the Effective Time, each option that had a per share exercise price that was less than the Cash Amount (whether vested or unvested) that was outstanding and unexercised immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such option, (i) an amount in cash equal to the excess of the Cash Amount over the per share exercise price of such option and (ii) one CVR. Each option that was outstanding and unexercised immediately prior to the Effective Time that had a per share exercise price greater than or equal to the Cash Amount, and less than $11.50, was cancelled and converted into the right to receive, for each Share underlying such option, upon the occurrence of any Milestone Payment, (i) an amount in cash equal to the Cash Amount, plus the applicable Milestone Payment, plus any Milestone Payment previously paid with respect to such Share, (continued in Footnote 9) ( 9 )minus the per share exercise price of the option, minus (ii) any amount previously paid out for such option pursuant to any previous Milestone Payment.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.