UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~January~~March 171, 2017

COLUCID PHARMACEUTICALS, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware	001-37358	20-3419541
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Delaware

222 Third Street, Cambridge, MA		02142
(Address of Principal Executive Offices)		(Zip Code)

(State or Other Jurisdiction of Incorporation)

Registrant’s Telephone Number, Including Area Code: (857) 285-6495


001-37358 (Commission File Number)		20-3419541 (IRS Employer Identification No.)

222 Third Street, Suite 1320 Cambridge, Massachusetts (Address of Principal Executive Offices)		02142 (Zip Code)

(857) 285-6495

(Registrant’s telephone number, including area code)

Not Applicable

(Former name ~~Name~~ or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report.~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~As 1previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) by CoLucid Pharmaceuticals, Inc.~~01.~~ ~~Entry~~(“CoLucid”) on January 18, 2017, CoLucid entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 17, 2017, by and among CoLucid, Eli Lilly and Company, an Indiana corporation (“Lilly”), and ProCar Acquisition Corporation, a ~~Material~~Delaware ~~Definitive~~corporation and a wholly-owned subsidiary of Lilly (“Purchaser”). Pursuant to the Merger Agreement, Purchaser commenced a cash tender offer to purchase all of the outstanding shares of CoLucid’s common stock, par value $0.001 per share (the “Shares”), for a purchase price of $46.50 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and subject to any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 31, 2017 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”).

~~Merger~~Item ~~Agreement~~2.01 Completion of Acquisition or Disposition of Assets.

OnThe ~~January 17,~~Offer and related withdrawal ~~2017~~rights expired as scheduled at one minute past 11:59 p.m., ~~CoLucid~~New ~~Pharmaceuticals~~York City time, ~~Inc.~~on Tuesday, February 28, 2017 (such date and time, the “~~Company~~Expiration Time”) ~~entered~~without ~~into~~being anextended. ~~Agreement~~Computershare ~~and~~Trust ~~Plan~~Company, N.A., the depositary for the Offer, has advised that, as of ~~Merger~~the Expiration Time, 17,410,607 Shares (~~the~~excluding ~~“Merger~~Shares ~~Agreement”~~tendered pursuant to guaranteed delivery procedures that were not yet delivered in satisfaction of such guarantee) ~~with~~had ~~Eli~~been ~~Lilly~~validly tendered and ~~Company~~not ~~(“Parent”)~~validly withdrawn pursuant to the Offer, representing approximately 90.3% of the aggregate number of then issued and ~~ProCar~~outstanding ~~Acquisition~~Shares, ~~Corporation~~together with all Shares that CoLucid would be required to issue pursuant to any then-outstanding warrants, aoptions, restricted ~~wholly~~stock ~~owned~~units, benefit plans or obligations, securities or instruments convertible or exchangeable into, or rights exercisable for, Shares immediately prior to the Expiration Time. Accordingly, the minimum tender condition to the Offer has ~~subsidiary~~been satisfied. As a result of ~~Parent~~the ~~(“Merger~~satisfaction ~~Sub”)~~of the foregoing condition and each of the other conditions to the Offer, Purchaser has accepted for payment all Shares that were validly tendered, and not validly withdrawn, pursuant to the ~~acquisition~~Offer. In addition, the depositary has advised that, as of the ~~Company~~Expiration Time, 214,472 Shares have been tendered by ~~Parent~~Notice of Guaranteed Delivery, representing approximately 1.1% of the aggregate number of then issued and outstanding Shares, together with all Shares that CoLucid would be required to issue pursuant to any then-outstanding warrants, options, restricted stock units, benefit plans or obligations, securities or instruments convertible or exchangeable into, or rights exercisable for, Shares immediately prior to the Expiration Time.

~~Pursuant~~On March 1, 2017, pursuant to the terms of the Merger Agreement, ~~upon~~and ~~the~~in ~~terms~~accordance with ~~and~~Section 251(h) ~~subject~~of to the ~~conditions~~Delaware ~~thereof,~~General ~~Merger~~Corporation ~~Sub~~Law ~~will commence a tender offer~~ (the “~~Offer~~DGCL”) ~~no later than January 31~~, ~~2017~~Purchaser towas ~~acquire~~merged ~~all~~with ofand ~~the~~into ~~outstanding~~CoLucid ~~shares of the Company’s common stock, $0.001 par value per share~~ (~~collectively,~~ the “~~Shares~~Merger”), atwith aCoLucid ~~purchase~~being ~~price~~the ofsurviving ~~$46~~corporation.50 ~~per~~Upon ~~Share~~completion ~~(the~~of ~~“Offer Price”), net to~~ the ~~seller in cash~~Merger, ~~without~~CoLucid ~~interest,~~became a ~~subject~~wholly-owned tosubsidiary ~~any~~of ~~required withholding taxes~~Lilly.

~~The~~At ~~Offer~~the ~~will~~effective ~~expire~~time atof ~~one~~the ~~minute~~Merger ~~after~~(the ~~11:59~~“Effective ~~p.m.~~Time”), ~~New~~and ~~York~~as ~~City~~a ~~time~~result of the Merger, each onShare issued and outstanding immediately prior to the ~~20th~~Effective ~~business~~Time ~~day~~was ~~following~~converted into the ~~commencement~~right ~~date~~to receive the Offer Price (the “Merger Consideration”) in cash, without interest thereon and subject to any required tax withholding, other than (i) Shares owned by Purchaser, Lilly, CoLucid (or held in CoLucid’s treasury) or any direct or indirect wholly-owned subsidiary of Lilly immediately prior to the Effective Time, or (ii) Shares held by any stockholder that ~~Offer~~was entitled to demand and properly demanded appraisal of such Shares pursuant to, ~~unless~~and ~~extended~~who complied in ~~accordance~~all respects with, Section 262 of the ~~terms~~DGCL and who, as of the ~~Offer~~Effective Time, had neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the ~~Merger~~DGCL ~~Agreement~~with respect to such Shares.

AsThe ~~soon~~Offer aswas ~~practicable~~made ~~following~~only ~~the acceptance~~ for ~~payment of the~~ Shares ~~tendered in the Offer (such time~~, ~~the “Acceptance Time”)~~ and ~~subject~~not tofor ~~the~~outstanding ~~satisfaction~~stock options or ~~waiver~~restricted ofstock ~~various~~units ~~conditions~~issued ~~set~~by ~~forth~~CoLucid. inHolders ~~the~~of ~~Merger~~outstanding ~~Agreement,~~vested ~~Merger~~but ~~Sub~~unexercised ~~will~~stock ~~merge~~options ~~with~~or ~~and~~restricted ~~into~~stock ~~the Company,~~units ~~with~~issued ~~the~~by ~~Company~~CoLucid ~~surviving~~could asparticipate ain ~~wholly owned subsidiary of Parent (~~the ~~“Merger”).~~Offer ~~The~~only ~~Merger~~if ~~will~~they befirst ~~effected~~exercised such ~~pursuant~~stock tooptions ~~Section 251(h)~~or ofbecame ~~the~~vested ~~Delaware~~in ~~General~~such ~~Corporation~~restricted ~~Law~~stock ~~(the~~units ~~“DGCL”)~~and ~~without~~settled athem ~~vote~~for ~~of stockholders~~Shares ~~of the Company~~ in accordance with ~~Section 251(h) of~~ the ~~DGCL.~~terms ~~At the effective time~~ of the ~~Merger~~applicable ~~(the~~equity ~~“Effective~~incentive ~~Time”),~~plan ~~each~~and ~~Share~~other ~~not~~applicable ~~purchased~~agreements ~~pursuant~~of toCoLucid ~~the~~and ~~Offer~~tendered ~~(other~~such ~~than~~ Shares ~~owned by the Company~~, ~~Merger~~if ~~Sub~~any, issued ~~Parent~~upon orsuch ~~any~~exercise ~~direct~~ or ~~indirect~~in ~~wholly~~connection ~~owned~~with ~~subsidiary~~such ofsettlement. ~~Parent,~~Any ~~which~~such ~~Shares~~exercise ~~will~~or besettlement ~~cancelled~~should ~~for~~have nobeen ~~consideration,~~completed orsufficiently byin ~~stockholders~~advance of the ~~Company~~Expiration ~~who~~Time ~~have~~to ~~properly~~assure ~~exercised~~the ~~and~~holder ~~perfected their statutory rights~~ of ~~appraisal~~such ~~under~~outstanding ~~the~~stock ~~DGCL) will~~options beor ~~converted~~restricted ~~into~~stock units that the ~~right~~holder tohad ~~receive~~sufficient antime ~~amount in cash equal~~ to ~~the~~comply ~~Offer~~with ~~Price, without interest (~~the ~~“Merger~~procedures ~~Consideration”),~~for ~~subject~~tendering ~~to any required withholding taxes~~Shares.

~~The~~In ~~Merger~~addition, ~~Agreement~~immediately ~~provides~~prior ~~that~~to ~~each outstanding stock option of~~ the ~~Company~~Effective ~~(each~~Time, each anstock ~~“Option”)~~outstanding option, whether vested or unvested, ~~will~~ bewas ~~cancelled~~terminated asand ofcanceled ~~immediately~~and ~~prior~~each toholder ~~the~~of ~~Effective~~such ~~Time~~stock ~~and~~option ~~will~~became beentitled ~~converted into the right~~ to receive (a) a lump sum cash payment in the amount of the Merger Consideration, less the exercise price of such ~~Option~~option, subject to any required withholding taxes, multiplied by the number of Shares issuable under such ~~Option~~option, if the exercise price of the ~~Option~~option iswas less than the Merger Consideration, or (b) no consideration, if the exercise price of the ~~Option~~option iswas greater than or ~~equal to the Merger Consideration. The Merger Agreement provides that each outstanding restricted stock unit of the Company (each, a “Restricted Stock Unit”), whether vested~~ or ~~unvested, will be cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment~~ equal to ~~(x)~~ the ~~number of Shares subject to such Restricted Stock Unit, multiplied by (y) the~~ Merger Consideration~~, subject to any required withholding taxes~~. ~~The Merger Agreement provides that the Board will terminate the Company’s 2006 Equity Incentive Plan and 2015 Equity Incentive Plan.~~

~~The Merger~~In ~~Agreement~~addition, ~~contains~~immediately ~~customary~~prior ~~representations and warranties and covenants by the parties. The Company’s covenants include those relating~~ to the ~~Company’s~~Effective ~~conduct~~Time, ofeach ~~its~~outstanding ~~business~~restricted ~~between~~stock ~~the date of the Merger Agreement and the~~unit, ~~Acceptance~~whether ~~Time;~~vested ~~restrictions on soliciting~~ or ~~initiating~~unvested, ~~discussions~~was ~~with~~canceled ~~respect~~in toexchange ~~proposals~~ for ~~alternative~~the ~~transactions~~right ~~and certain restrictions on its ability~~ to ~~respond~~receive tofrom ~~such proposals~~CoLucid, ~~subject~~and towill ~~certain~~receive ~~limited~~a ~~exceptions~~lump tosum ~~permit~~cash ~~the Company’s~~payment ~~Board~~equal ofto ~~Directors~~ (~~the “Board”~~x) ~~to comply with its fiduciary duties; public disclosures; and other matters. Parent and~~ the ~~Company~~number ~~have agreed to make certain filings as promptly as practicable after the date~~ of ~~the~~Shares ~~Merger Agreement,~~subject ~~including~~to ~~those~~such ~~required~~restricted ~~under~~stock ~~the Hart-Scott-Rodino Antitrust Improvements Act of 1976~~unit, asmultiplied ~~amended~~by (~~the “HSR Act”~~y)~~. The Merger Agreement contains certain termination rights of Parent and~~ the ~~Company and provides that, upon the termination of the~~ Merger ~~Agreement under specified circumstances~~ Consideration, ~~the~~subject ~~Company~~to ~~will~~any be required towithholding ~~pay Parent a termination fee of $34~~taxes.~~0 million.~~

The ~~Board,~~aggregate ~~acting~~cash ~~upon~~consideration ~~the~~paid ~~unanimous~~by ~~recommendation~~Lilly ofand aPurchaser ~~special~~in ~~committee, has unanimously approved~~ the ~~Merger~~Offer ~~Agreement~~ and ~~unanimously~~ ~~recommends~~Merger ~~that~~was ~~the~~approximately ~~stockholders of the Company tender their Shares in the Offer~~$957.7 million, ~~The~~without ~~obligation~~giving ofeffect ~~Merger Sub~~ to ~~purchase~~related ~~Shares~~transaction ~~tendered~~fees inand ~~the~~expenses. ~~Offer~~Lilly isand ~~conditioned~~Purchaser ~~on,~~funded ~~among other things,~~ the ~~valid~~consideration ~~tender~~paid ofto astockholders ~~number of Shares~~ in the Offer~~, together~~ with any Shares beneficially owned by Parent or any wholly owned subsidiary of Parent, representing a majority of the total number of fully-diluted Shares then outstanding, the expiration or termination of the waiting period (and ~~any extensions~~pursuant ~~thereof)~~to ~~under~~ the ~~HSR~~Merger ~~Act,~~through ~~the~~Lilly’s ~~absence~~cash ~~of a material adverse effect~~ on ~~the~~hand and ~~Company~~borrowings ~~(as~~at ~~described~~prevailing ineffective ~~the~~rates ~~Merger~~under ~~Agreement),~~Lilly’s ~~and~~commercial ~~other~~paper ~~customary closing conditions~~program.

The foregoing summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~The~~Item ~~Merger Agreement has been included to provide information regarding its terms~~3.01 ItNotice is not intended to modify or supplement any factual disclosures about the Company, Parent or Merger Sub in any public reports filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company, Parent or Merger Sub. In particular, the assertions embodied in the representations, warranties, and covenants contained in the Merger Agreement were made only for purposes of ~~the~~Delisting Merger Agreement and as of specified dates, were solely for the benefit of the parties to the Merger Agreement, and are subject to limitations agreed upon by the parties to the Merger Agreement, including being qualified by confidential disclosure schedules provided by the Company to Parent in connection with the execution of the Merger Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement have been made for the purposes of allocating risk between the parties to the Merger Agreement instead of establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement may not constitute statements regarding the actual state of facts about the Company, Parent or ~~Merger~~Failure ~~Sub. The representations and warranties set forth in the Merger Agreement may also be subject~~ to Satisfy a ~~contractual~~Continued ~~standard~~Listing ofRule materiality different from that generally applicable under federal securities laws. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, or ~~covenants~~Standard; orTransfer ~~any descriptions thereof as characterizations~~ of ~~the actual state of facts or the actual condition of the Company, Parent, or Merger Sub or any of their respective subsidiaries or affiliates~~Listing. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

~~Tender~~In connection with the closing of the Merger, CoLucid notified the NASDAQ Stock Market (“NASDAQ”) on March 1, 2017 that the Merger was consummated and ~~Support~~trading ~~Agreements~~of the Shares on NASDAQ has been suspended. Accordingly, NASDAQ has filed a notification of delisting of the Shares from NASDAQ and deregistration of the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 25 with the SEC. CoLucid intends to file a certification on Form 15 with the SEC to cause CoLucid’s reporting obligations under Sections 13 and 15(d) of the Exchange Act to be suspended.

OnItem ~~January 17, 2017, in connection with the Merger Agreement, each of (a) A~~3.M.03 ~~Pappas~~Material ~~Life~~Modification ~~Science~~to ~~Ventures~~Rights ~~III, L.P., PV III CEO Fund, LP, and Pappas Capital, LLC, (b) Novo A/S, and (c) TVM Life Science Ventures VII, L.P., solely in their respective capacities as stockholders~~ of ~~the~~Security ~~Company and who collectively beneficially own approximately 34~~Holders.7% of the outstanding Shares, each entered into a Tender and Support Agreement (each, a “Tender and Support Agreement”) with Parent and Merger Sub. Each Tender and Support Agreement provides, among other things, that the applicable stockholder will tender all of the Shares held by it in the Offer.

~~The~~To ~~form~~the ofextent ~~Tender~~required ~~and Support Agreement has been included to provide information regarding its~~by ~~terms~~Item 3.03 Itof isForm ~~not~~8-K, ~~intended to modify or supplement any factual disclosures about~~ the ~~applicable~~information ~~stockholder~~disclosed orunder ~~the~~Item 2.01 ~~Company,~~and ~~Parent~~Item 5.01 orof ~~Merger~~this ~~Sub~~Current inReport ~~any~~on ~~public~~Form ~~reports~~8-K ~~filed~~is ~~with~~incorporated ~~the SEC~~ by ~~the~~reference ~~Company,~~into ~~Parent~~this ~~or Merger Sub~~Item 3.03.

~~The~~Item ~~foregoing~~5.01 ~~descriptions~~Changes ~~of each of the Merger Agreement and the form of Tender and Support Agreement do not purport to be complete and are qualified~~ in ~~their~~Control ~~entirety by reference to the full text~~ of ~~each such agreement, which are attached hereto as Exhibits 2~~Registrant.~~1 and 10.1, respectively, and are incorporated herein by reference.~~

~~Item~~As ~~5.02.~~a ~~Departure~~result of ~~Directors~~the orPurchaser’s ~~Certain~~acceptance ~~Officers;~~for payment ~~Election~~of all Shares that were validly tendered and not validly withdrawn in accordance with the terms of ~~Directors;~~the ~~Appointment~~Offer and the consummation of ~~Certain~~the ~~Officers;~~Merger ~~Compensatory~~pursuant ~~Arrangements~~to Section 251(h) of ~~Certain~~the ~~Officers~~DGCL, on March 1, 2017, a change in control of CoLucid occurred and CoLucid is now a wholly-owned subsidiary of Lilly.

OnThe ~~January 17,~~information ~~2017,~~disclosed ~~the~~under ~~Compensation~~Item 2.01 ~~Committee~~and Item 3.01 of ~~the~~this ~~Board~~Current ofReport ~~Directors~~on ofForm ~~the~~8-K ~~Company~~is ~~approved~~incorporated ~~additional~~by ~~cash~~reference ~~bonuses~~into tothis ~~certain officers in recognition of outstanding contributions to the Company’s success in 2016~~Item 5.01. ~~The additional cash bonuses are payable to the officers and in the amounts set forth below:~~

Employee	Amount
Thomas Mathers	$	75,000
Matthew Dallas	$	16,000
Bernice Kuca	$	42,500
Raymond Skwierczynski	$	19,000

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~These~~In ~~amounts~~connection ~~are~~with inthe ~~addition~~Merger, and pursuant to the ~~amounts~~terms ~~paid~~of tothe ~~individuals~~Merger Agreement, each of Mark Corrigon, Martin W. Edwards, Alison Lawton, Luc Marengere, Thomas P. Mathers, Arthur M. Pappas and Marvin L. White resigned from his or her respective position as a member of the Board of Directors, and any committee thereof, of CoLucid, effective at the Effective Time. Following the Merger and pursuant to the ~~Company’s~~terms ~~2016~~of ~~Cash~~the Merger Agreement, at the Effective Time, the directors of Purchaser as of immediately prior to the Effective Time, Darren J. Carroll, Martin Bott and Joshua Smiley, became the directors of CoLucid. Information concerning ~~Incentive~~the ~~Compensation~~new ~~Plan~~directors has been previously disclosed in the Tender Offer Statement on Schedule TO, filed by Purchaser and Lilly with the SEC on January 31, 2017 (together with the exhibits and annexes thereto and as amended or supplemented from time to time, the “Schedule TO”), and is incorporated herein by reference.

~~Item~~Following 8the Merger and pursuant to the terms of the Merger Agreement, at the Effective Time, the officers of Purchaser immediately prior to the Effective Time became the officers of CoLucid following the Effective Time, with Darren J.01 Carroll appointed as President of CoLucid, Joshua Smiley appointed as Vice President and Treasurer of CoLucid, Bronwen Mantlo appointed as Secretary of CoLucid and David P. ~~Other~~Lewis ~~Events~~appointed as Vice President, Corporate Tax and Assistant Treasurer of CoLucid. Information concerning the new officers has been previously disclosed in the Schedule TO and is incorporated herein by reference.

OnItem ~~January 18,~~5.03 ~~2017,~~Amendments ~~the~~to ~~Company~~Articles ~~and Parent issued a joint press release announcing that they had entered into the Merger Agreement. A copy~~ of ~~the~~Incorporation ~~joint~~or ~~press~~Bylaws; ~~release~~Change isin ~~attached~~Fiscal ~~hereto as Exhibit 99~~Year.1.

Pursuant to the terms of the Merger Agreement, at the Effective Time: (i) the certificate of incorporation of CoLucid was amended and restated to read in its entirety in a form as mutually agreed by Lilly and CoLucid; and (ii) the bylaws of CoLucid were amended and restated to read in their entirety as the bylaws of Purchaser in effect immediately prior to the Effective Time. The amended and restated certificate of incorporation and amended and restated bylaws of CoLucid are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated by reference herein.

~~Note~~Item to9.01 ~~Security~~Financial ~~Holders~~Statements and Exhibits.

The Offer for the outstanding shares of the Company’s common stock described in this Form 8-K has not yet commenced. This Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell securities. The solicitation and the offer to buy shares of the Company’s common stock will be made pursuant to an offer to purchase and other related materials that Merger Sub and Parent expect to file with the SEC. At the time the Offer is commenced, Merger Sub and Parent will file a tender offer statement on Schedule TO (~~including an offer to purchase, a related letter of transmittal, and other tender offer documents~~d) ~~with the SEC, and the Company will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the Offer~~Exhibits. Stockholders of the Company are strongly advised to read the tender offer statement (including an offer to purchase, a related letter of transmittal, and other tender offer documents) and the related solicitation/recommendation statement when they become available because they will contain important information that the Company’s stockholders should consider before making any decision regarding tendering their Shares. These materials (and all other materials filed by the Company with the SEC) will be available to all stockholders of the Company at no expense to them on the SEC’s website at www.sec.gov. Free copies of the tender offer statement and related materials and the solicitation/recommendation statement, when available, may be obtained from the information agent for the tender offer or from the “For Investors” section of the Company’s website at www.colucid.com.

Forward-Looking Statements


Exhibit Number		Title

2.1		Agreement and Plan of Merger, dated as of January 17, 2017, by and among CoLucid Pharmaceuticals, Inc., Eli Lilly and Company and ProCar Acquisition Corporation (incorporated by reference to Exhibit 2.1 of CoLucid’s Current Report on Form 8-K filed with the SEC on January 18, 2017).

3.1		Amended and Restated Certificate of Incorporation of CoLucid Pharmaceuticals, Inc.

3.2		Amended and Restated Bylaws of CoLucid Pharmaceuticals, Inc.

~~This~~SIGNATURES Form 8-K contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements related to present facts or current conditions or of historical facts, contained in this Form 8-K are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements in this Form 8-K include statements regarding the anticipated timing of filings and approvals relating to the transactions; statements regarding the expected timing of the completion of the transactions; and any statements of assumptions underlying any of the foregoing. All forward-looking statements are based largely on current expectations and beliefs concerning future events, approvals and transactions that are subject to substantial risks and uncertainties. Factors that may cause or contribute to the actual results or outcomes being different from those contemplated by forward-looking statements include: risks and uncertainties associated with the Offer, including uncertainties as to the timing of the Offer and Merger, uncertainties as to how many of the Company’s stockholders will tender their Shares in the Offer, the risk that competing offers will be made, and the possibility that various closing conditions for the transactions may not be satisfied or waived. Other factors that may cause the Company’s actual results to differ materially from those discussed in forward-looking statements are discussed in the Company’s filings with the SEC, including in its periodic reports filed on Form 10-K and Form 10-Q with the SEC. Copies of the Company’s filings with the SEC may be obtained at the “For Investors” section of the Company’s website at www.colucid.com. The forward-looking statements made in this Form 8-K are made only as of the date of this filing, and the Company undertakes no obligation to update them to reflect subsequent events or circumstances.

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits.


	CoLucid Pharmaceuticals, Inc.

March 1, 2017	By:	/s/ Darren J. Carroll

		Darren J. Carroll
		President

Exhibit		Description
2.1		Agreement and Plan of Merger, dated January 17, 2017, by and among the Company, Eli Lilly and Company, and ProCar Acquisition Corporation.*
10.1		Form of Tender and Support Agreement, dated January 17, 2017, by and among Eli Lilly and Company, ProCar Acquisition Corporation, and certain stockholders of the Company.
99.1		Joint Press Release, dated January 18, 2017.

Exhibit Index

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of such schedules, or any section thereof, to the SEC upon request.


Exhibit Number		Title

2.1		Agreement and Plan of Merger, dated as of January 17, 2017, by and among CoLucid Pharmaceuticals, Inc., Eli Lilly and Company and ProCar Acquisition Corporation (incorporated by reference to Exhibit 2.1 of CoLucid’s Current Report on Form 8-K filed with the SEC on January 18, 2017).

3.1		Amended and Restated Certificate of Incorporation of CoLucid Pharmaceuticals, Inc.

3.2		Amended and Restated Bylaws of CoLucid Pharmaceuticals, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CoLucid Pharmaceuticals, Inc.
Date: January 18, 2017		/s/ Thomas P. Mathers
		Thomas P. Mathers
		Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description	Method of Filing
2.1	Agreement and Plan of Merger, dated January 17, 2017, by and among the Company, Eli Lilly and Company, and ProCar Acquisition Corporation.*	Filed Electronically
10.1	Form of Tender and Support Agreement, dated January 17, 2017, by and among Eli Lilly and Company, ProCar Acquisition Corporation, and certain stockholders of the Company.	Filed Electronically
99.1	Joint Press Release, dated January 18, 2017.	Furnished Electronically

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of such schedules, or any section thereof, to the SEC upon request.

Filing Compare · CoLucid Pharmaceuticals, Inc.