Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * Markham Richard J	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) 5/11/2015
(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	5/11/2015		C		1520136	A	(1)	1520136	I	By Care Capital Investments III, LP   (2) (3)
Common Stock	5/11/2015		C		25403	A	(1)	25403	I	By Care Capital Offshore Investments III, LP   (2) (4)

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 B Convertible Preferred Stock	(1)	5/11/2015		C			1199841	(1)	(5)	Common Stock	1199841	$0	0	I	By Care Capital Investments III, LP   (2) (3)
Series B Convertible Preferred Stock	(1)	5/11/2015		C			20050	(1)	(5)	Common Stock	20050	$0	0	I	By Care Capital Offshore Investments III, LP   (2) (4)
Series C Convertible Preferred Stock	(1)	5/11/2015		C			320295	(1)	(5)	Common Stock	320295	$0	0	I	By Care Capital Investments III, LP   (2) (3)
Series C Convertible Preferred Stock	(1)	5/11/2015		C			5353	(1)	(5)	Common Stock	5353	$0	0	I	By Care Capital Offshore Investments III, LP   (2) (4)

Explanation of Responses:
( 1)	Each share of Series B and Series C Convertible Preferred Stock was convertible at any time at the option of the holder, and converted 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.
( 2)	Care Capital III LLC is the general partner of Care Capital Investments III LP and Care Capital Offshore Investments III LP and as a result, Care Capital III LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Richard Markham, Jan Leschly, Jerry N. Karabelas and David R. Ramsay are the four managing members at Care Capital III LLC, and in their capacity as such, may be deemed to exercise shared voting and investment power over the shares held by the reporting persons, each of whom disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 3)	Represents securities held directly by Care Capital Investments III, LP. The reporting person is a partner in Care Capital Investments III, L.P., and shares voting and investment power with the other partners with respect to all of these shares. 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)	Represents securities held directly by Care Capital Offshore Investments III, LP, an affiliate of Care Capital Investments III, LP. The reporting person is a partner in Care Capital Investments III, L.P., and shares voting and investment power with the other partners with respect to all of these shares. 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.
( 5)	The securities did not have an expiration date. The securities converted 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Markham Richard J 15 NEW ENGLAND EXECUTIVE PARK BURLINGTON, MA 01803	X	X
Care Capital III LLC 47 HULFISH STREET, SUITE 310 PRINCETON, NJ 08542		X
Care Capital Investments III L.P. 47 HULFISH STREET, SUITE 310 PRINCETON, NJ 08542		X
Care Capital Offshore Investments III LP 47 HULFISH STREET, SUITE 310 PRINCETON, NJ 08542		X

Signatures
/s/ Miranda S. Hirner, Attorney-in-Fact for Richard J. Markham (power of attorney previously filed)		5/12/2015
** Signature of Reporting Person		Date
/s/ Miranda S. Hirner, Attorney-in-Fact for Care Capital III LLC (power of attorney previously filed)		5/12/2015
** Signature of Reporting Person		Date
/s/ Miranda S. Hirner, Attorney-in-Fact for Care Capital Investments III, LP (power of attorney previously filed)		5/12/2015
** Signature of Reporting Person		Date
/s/ Miranda S. Hirner, Attorney-in-Fact for Care Capital Offshore Investments III, LP (power of attorney previously filed)		5/12/2015
** 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).
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