Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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 * Kuca Bernice	2. Issuer Name and Ticker or Trading Symbol CoLucid Pharmaceuticals, Inc. [ CLCD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Head,Clin. and Reg. Operations
(Last)          (First)          (Middle) C/O COLUCID PHARMACEUTICALS, INC., 222 THIRD STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 3/1/2017
(Street) CAMBRIDGE, MA 02142 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ 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	3/1/2017		U		2729   (1)	D	$46.50   (2)	0	D
Common Stock	3/1/2017		D		37500	D	$46.50   (3)	0	D

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
Employee Stock Option (right to buy)	$10.00	3/1/2017		D			270381	(4)	5/5/2025	Common Stock	270381	$36.50	0	D
Employee Stock Option (right to buy)	$6.75	3/1/2017		D			37500	(5)	3/4/2026	Common Stock	37500	$39.75	0	D

Explanation of Responses:
( 1)	Includes 143 shares acquired under the CoLucid Pharmaceuticals, Inc. Employee Stock Purchase Plan through February 19, 2017.
( 2)	Pursuant to the terms of the Agreement and Plan of Merger, dated January 17, 2017 (the "Merger Agreement"), by and among CoLucid Pharmaceuticals, Inc. (the "Issuer"), Eli Lilly and Company ("Lilly") and ProCar Acquisition Corporation, a wholly-owned subsidiary of Lilly, these shares were tendered pursuant to the Merger Agreement in exchange for a cash payment of $46.50 per share in cash, without interest.
( 3)	These restricted stock units, which by their terms were convertible into common stock of the Issuer on a one-for-one basis, vesting in a series of 48 successive equal monthly installments with the first monthly installment vesting on the grant date and the future installments vesting on the first day of each calendar month, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $46.50 per share in cash, without interest.
( 4)	These options, which provided that 25% of the shares vested on May 5, 2016, and the remaining shares vesting in a series of 36 successive equal monthly installments upon completion of each additional month of service, were cancelled in exchange for a cash payment of $46.50 less the per share exercise price multiplied by the number of unexercised options, without interest.
( 5)	These options, which provided for vesting in a series of 48 successive equal monthly installments with the first monthly installment vesting on the grant date and the future installments vesting on the first day of each calendar month, were cancelled in exchange for a cash payment of $46.50 less the per share exercise price multiplied by the number of unexercised options, without interest.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kuca Bernice C/O COLUCID PHARMACEUTICALS, INC. 222 THIRD STREET CAMBRIDGE, MA 02142			Head,Clin. and Reg. Operations

Signatures
/s/ Christine G. Long, Attorney-in-Fact for Bernice Kuca (power of attorney previously filed)		3/1/2017
** 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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