Edgar Filing: CONCERT PHARMACEUTICALS, INC.

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

THREE ARCH MANAGEMENT III LLC

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)

(Last)

(First)

(Middle)

3200 ALPINE ROAD,

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2014

(Street)

PORTOLA VALLEY, CA 94028

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾

02/19/2014

76,531

⁽¹⁾

⁽⁴⁾

Common Stock

13,545

$ 0

See footnote ⁽²⁾

Series B Convertible Preferred Stock

⁽¹⁾

02/19/2014

102,041

⁽¹⁾

⁽⁴⁾

Common Stock

18,060

$ 0

See footnote ⁽²⁾

Series C Convertible Preferred Stock

⁽¹⁾

02/19/2014

20,408

⁽¹⁾

⁽⁴⁾

Common Stock

3,612

$ 0

See footnote ⁽²⁾

Series A Convertible Preferred Stock

⁽¹⁾

02/19/2014

1,423,469

⁽¹⁾

⁽⁴⁾

Common Stock

251,941

$ 0

See footnote ⁽³⁾

Series B Convertible Preferred Stock

⁽¹⁾

02/19/2014

1,897,959

⁽¹⁾

⁽⁴⁾

Common Stock

335,922

$ 0

See footnote ⁽³⁾

Series C Convertible Preferred Stock

⁽¹⁾

02/19/2014

379,592

⁽¹⁾

⁽⁴⁾

Common Stock

67,184

$ 0

See footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
THREE ARCH MANAGEMENT III LLC 3200 ALPINE ROAD PORTOLA VALLEY, CA 94028	X	X
JAEGER WILFRED E C/O THREE ARCH PARTNERS 3200 ALPINE ROAD PORTOLA VALLEY, CA 94028	X	X
THREE ARCH ASSOCIATES III LP 3200 ALPINE ROAD PORTOLA VALLEY, CA 94028		X
THREE ARCH PARTNERS III LP 3200 ALPINE ROAD PORTOLA VALLEY, CA 94028		X
WAN MARK A C/O THREE ARCH PARTNERS 3200 ALPINE ROAD PORTOLA VALLEY, CA 94028		X

Signatures

/s/ Wilfred Jaeger, as Managing Member of Three Arch Management III, L.L.C.		02/21/2014
^**Signature of Reporting Person		Date
/s/ Wilfred Jaeger		02/21/2014
^**Signature of Reporting Person		Date
/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
^**Signature of Reporting Person		Date
/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
^**Signature of Reporting Person		Date
/s/ Mark Wan		02/21/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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