Nancy Stuart - Mar 6, 2023 Form 4 Insider Report for CONCERT PHARMACEUTICALS, INC. (CNCE)

Role: Chief Operating Officer
Signature: /s/ Jeffrey A. Munsie, attorney-in-fact
Stock symbol: CNCE
Transactions as of: Mar 6, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/6/2023, 10:40 AM
Previous filing: Feb 16, 2023
Next filing: Sep 28, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CNCE	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction		-168K	-100%		0	Mar 6, 2023	Direct	F1, F2
transaction	CNCE	Common Stock	Disposed to Issuer		-73.2K	-100%		0	Mar 6, 2023	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CNCE	Performance Stock Units	Disposed to Issuer		-21.4K	-100%		0	Mar 6, 2023	Common Stock	21.4K		Direct	F4
transaction	CNCE	Stock Option (Right to Buy)	Disposed to Issuer		-100K	-100%		0	Mar 6, 2023	Common Stock	100K	$8.40	Direct	F5, F6
transaction	CNCE	Stock Option (Right to Buy)	Disposed to Issuer		-80K	-100%		0	Mar 6, 2023	Common Stock	80K	$16.85	Direct	F5, F6
transaction	CNCE	Stock Option (Right to Buy)	Disposed to Issuer		-70K	-100%		0	Mar 6, 2023	Common Stock	70K	$10.97	Direct	F5, F6
transaction	CNCE	Stock Option (Right to Buy)	Disposed to Issuer		-70K	-100%		0	Mar 6, 2023	Common Stock	70K	$27.59	Direct	F5, F6
transaction	CNCE	Stock Option (Right to Buy)	Disposed to Issuer		-75K	-100%		0	Mar 6, 2023	Common Stock	75K	$13.93	Direct	F5, F6
transaction	CNCE	Stock Option (Right to Buy)	Disposed to Issuer		-68.2K	-100%		0	Mar 6, 2023	Common Stock	68.2K	$10.87	Direct	F5, F6
transaction	CNCE	Stock Option (Right to Buy)	Disposed to Issuer		-51.9K	-100%		0	Mar 6, 2023	Common Stock	51.9K	$13.07	Direct	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Nancy Stuart is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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)
F2	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.
F3	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.
F4	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.
F5	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 6)
F6	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.