SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
THREE ARCH MANAGEMENT III LLC

(Last) (First) (Middle)
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(City) (State) (Zip)
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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/19/2014 C 13,545 A (1) 14,854(2) I See footnote(2)
Common Stock 02/19/2014 C 18,060 A (1) 32,914(2) I See footnote(2)
Common Stock 02/19/2014 C 3,612 A (1) 36,526(2) I See footnote(2)
Common Stock 02/19/2014 C 251,941 A (1) 276,295(3) I See footnote(3)
Common Stock 02/19/2014 C 335,922 A (1) 612,217(3) I See footnote(3)
Common Stock 02/19/2014 C 67,184 A (1) 679,401(3) I See footnote(3)
Common Stock 02/19/2014 P 5,281 A $14 41,807(2) I See footnote(2)
Common Stock 02/19/2014 P 98,219 A $14 777,620(3) I See footnote(3)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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
Series A Convertible Preferred Stock (1) 02/19/2014 C 76,531 (1) (4) Common Stock 13,545 $0.00 0 I See footnote(2)
Series B Convertible Preferred Stock (1) 02/19/2014 C 102,041 (1) (4) Common Stock 18,060 $0.00 0 I See footnote(2)
Series C Convertible Preferred Stock (1) 02/19/2014 C 20,408 (1) (4) Common Stock 3,612 $0.00 0 I See footnote(2)
Series A Convertible Preferred Stock (1) 02/19/2014 C 1,423,469 (1) (4) Common Stock 251,941 $0.00 0 I See footnote(3)
Series B Convertible Preferred Stock (1) 02/19/2014 C 1,897,959 (1) (4) Common Stock 335,922 $0.00 0 I See footnote(3)
Series C Convertible Preferred Stock (1) 02/19/2014 C 379,592 (1) (4) Common Stock 67,184 $0.00 0 I See footnote(3)
1. Name and Address of Reporting Person*
THREE ARCH MANAGEMENT III LLC

(Last) (First) (Middle)
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JAEGER WILFRED E

(Last) (First) (Middle)
C/O THREE ARCH PARTNERS
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THREE ARCH ASSOCIATES III LP

(Last) (First) (Middle)
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THREE ARCH PARTNERS III LP

(Last) (First) (Middle)
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WAN MARK A

(Last) (First) (Middle)
C/O THREE ARCH PARTNERS
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(City) (State) (Zip)
Explanation of Responses:
1. The Series A, Series B and Series C Convertible Preferred Stock converted into Common Stock on a 1-for-5.65 basis upon the closing of the issuer's initial public offering without payment of consideration.
2. These shares are owned directly by Three Arch Associates III, L.P. ("TAA III"). Three Arch Management III, L.L.C. ("TAM III") is the general partner of TAA III, and Wilfred Jaeger and Mark Wan, the Managing Members of TAM III, may be deemed to share voting and dispositive power over the shares held by TAA III. Such persons and entities disclaim beneficial ownership of the shares held by TAA III except to the extent of any pecuniary interest therein.
3. These shares are owned directly by Three Arch Partners III, L.P. ("TAP III"). Three Arch Management III, L.L.C. ("TAM III") is the general partner of TAP III, and Wilfred Jaeger and Mark Wan, the Managing Members of TAM III, may be deemed to share voting and dispositive power over the shares held by TAP III. Such persons and entities disclaim beneficial ownership of the shares held by TAP III except to the extent of any pecuniary interest therein.
4. Not applicable.
Remarks:
/s/ Wilfred Jaeger, as Managing Member of Three Arch Management III, L.L.C. 02/21/2014
/s/ Wilfred Jaeger 02/21/2014
/s/ Wilfred Jaeger, as Managing Member of Three Arch Management III, L.L.C., general partner of Three Arch Associates III, L.P. 02/21/2014
/s/ Wilfred Jaeger, as Managing Member of Three Arch Management III, L.L.C., general partner of Three Arch Partners III, L.P. 02/21/2014
/s/ Mark Wan 02/21/2014
** Signature of Reporting Person Date
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