Statement of Changes in Beneficial Ownership (4)
February 19 2020 - 4:08PM
Edgar (US Regulatory)
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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Tung Roger D |
2. Issuer Name and Ticker or Trading Symbol
CONCERT PHARMACEUTICALS, INC.
[
CNCE
]
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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/YYYY)
2/14/2020 |
(Street)
LEXINGTON, MA 02421
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/14/2020 | | A | | 101100 (1)(2) | A | (3) | 738157 | D | |
Common Stock | | | | | | | | 121873 | I | By Roger D. Tung 2011 GRAT (4) |
Common Stock | | | | | | | | 13274 | I | By Tung Family Investment Trust (5) |
Common Stock | | | | | | | | 12389 | I | By RD Tung Irrevocable Trust (6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) | $10.87 | 2/14/2020 | | A | | 151600 | | (7) | 2/13/2030 | Common Stock | 151600 | $0.00 | 151600 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock of the Issuer. |
(2) | The RSUs granted to Mr. Tung will vest in three equal annual installments measured from the date of grant. The number above represents the maximum number of shares that may be delivered pursuant to the award. |
(3) | Not applicable. |
(4) | Shares held by the Roger D. Tung 2011 GRAT. Dr. Tung is the sole 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 a co-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) | The shares underlying this option vest in equal quarterly installments over a four-year period measured from the date of grant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Tung Roger D C/O CONCERT PHARMACEUTICALS, INC. 65 HAYDEN AVENUE, SUITE 3000N LEXINGTON, MA 02421 | X |
| Chief Executive Officer |
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Signatures
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/s/ Roger D. Tung | | 2/19/2020 |
**Signature of Reporting Person | Date |
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