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
                      

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)

15 NEW ENGLAND EXECUTIVE PARK 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/5/2015
(Street)

BURLINGTON, MA 01803
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/23/2015     M    5528   (1) A $4.07   (2) 5528   (1) I   By A.M. Pappas & Associates, LLC   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Series A Convertible Preferred Stock     (4) 1/12/2015     P      462637   (5)        (4)   (6) Common Stock   462637   (5) $0   462637   (5) I   By A. M. Pappas Life Science Ventures III, L.P.   (7)
Series A Convertible Preferred Stock     (4) 1/12/2015     P      28763   (5)        (4)   (6) Common Stock   28763   (5) $0   28763   (5) I   By PV III CEO Fund, L.P.   (8)
Series B Convertible Preferred Stock     (4) 1/12/2015     P      540470   (5)        (4)   (6) Common Stock   540470   (5) $0   540470   (5) I   By A. M. Pappas Life Science Ventures III, L.P.   (7)
Series B Convertible Preferred Stock     (4) 1/12/2015     P      33597   (5)        (4)   (6) Common Stock   33597   (5) $0   33597   (5) I   By PV III CEO Fund, L.P.   (8)
Series C Convertible Preferred Stock     (4) 1/12/2015     P      334722   (5)        (4)   (6) Common Stock   334722   (5) $0   334722   (5) I   By A. M. Pappas Life Science Ventures III, L.P.   (7)
Series C Convertible Preferred Stock     (4) 1/12/2015     P      20808   (5)        (4)   (6) Common Stock   20808   (5) $0   20808   (5) I   By PV III CEO Fund, L.P.   (8)
Stock Option (Right to Buy)   $4.07   (2) 3/23/2015     M         5528      (9) 2/29/2016   Common Stock   5528   $0   0   I   By A.M. Pappas & Associates, LLC   (3)
Stock Option (Right to Buy)   $10.00   5/5/2015     A      5954         (10) 5/5/2025   Common Stock   5954   $0   5954   D  
 

Explanation of Responses:
( 1)  Represents shares acquired on March 23, 2015 and reflects the 1-for-40.7 reverse stock split effected on April 17, 2015. These shares were also reported on the Form 3 filed on behalf of the reporting person on May 5, 2015.
( 2)  Exercise price reflects the 1-for-40.7 reverse stock split effected on April 17, 2015.
( 3)  Represents securities held directly by A. M. Pappas & Associates, LLC. The reporting person is the sole managing member of A. M. Pappas & Associates, LLC. 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)  Each share of Series A, Series B and Series C Convertible Preferred Stock is convertible at any time at the option of the holder, and will convert automatically into shares of the Issuer's Common Stock on a one-for-one basis in connection with the closing of the Issuer's initial public offering.
( 5)  Represents shares acquired on January 12, 2015 and reflects the 1-for-40.7 reverse stock split effected on April 17, 2015. These shares were also reported on the Form 3 filed on behalf of the reporting person on May 5, 2015.
( 6)  The securities do not have an expiration date. The securities convert automatically into shares of the Issuer's Common Stock on a one-for-one basis in connection with the closing of the Issuer's initial public offering.
( 7)  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 A. M. Pappas & Associates, LLC. As a result, A. M. Pappas & Associates, LLC'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 A. M. Pappas & Associates, LLC. 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.
( 8)  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 A. M. Pappas & Associates, LLC. As a result, A. M. Pappas & Associates, LLC'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 A. M. Pappas & Associates, LLC. 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.
( 9)  These options were fully vested.
( 10)  These options fully vest immediately prior to the start of the Issuer's first annual meeting of stockholders following May 5, 2015.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PAPPAS ARTHUR M
15 NEW ENGLAND EXECUTIVE PARK
BURLINGTON, MA 01803 		X X

A.M. Pappas Life Science Ventures III, L.P.
2520 MERIDIAN PARKWAY, SUITE 400
DURHAM, NC 27713
X

PV III CEO Fund, L.P.
2520 MERIDIAN PARKWAY, SUITE 400
DURHAM, NC 27713
X

A.M. Pappas & Associates, LLC
2520 MERIDIAN PARKWAY, SUITE 400
DURHAM, NC 27713
X


Signatures
/s/ Miranda S. Hirner, Attorney-in-Fact for Arthur M. Pappas (power of attorney previously filed) 5/7/2015
** Signature of Reporting Person Date

/s/ Miranda S. Hirner, Attorney-in-Fact for A.M. Pappas Life Science Ventures III, L.P. (power of attorney previously filed) 5/7/2015
** Signature of Reporting Person Date

/s/ Miranda S. Hirner, Attorney-in-Fact for PV III CEO Fund, L.P. (power of attorney previously filed) 5/7/2015
** Signature of Reporting Person Date

/s/ Miranda S. Hirner, Attorney-in-Fact for A.M. Pappas & Associates, LLC (power of attorney previously filed) 5/7/2015
** Signature of Reporting Person Date


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 control number.
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