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 * Marengere Luc	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) 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) ___ 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	3/1/2017		U		1545386	D	$46.50   (1)	0	I	By TVM Life Science Ventures VII L.P.   (2)

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
Stock Option (Right to Buy)	$10.00	3/1/2017		D			5954	(3)	5/5/2025	Common Stock	5954	$36.50	0	D
Stock Option (Right to Buy)	$8.50	3/1/2017		D			1449	(3)	1/4/2026	Common Stock	1449	$38.00	0	D
Stock Option (Right to Buy)	$6.24	3/1/2017		D			8897	(4)	5/10/2026	Common Stock	8897	$40.26	0	D
Stock Option (Right to Buy)	$9.62	3/1/2017		D			2371	(3)	7/1/2026	Common Stock	2371	$36.88	0	D
Stock Option (Right to Buy)	$36.20	3/1/2017		D			658	(3)	1/3/2027	Common Stock	658	$10.30	0	D

Explanation of Responses:
( 1)	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.
( 2)	Represents securities held directly by TVM Life Science Ventures VII L.P. TVM Life Science Ventures VII (GP) Ltd. is the general partner of TVM Life Science Ventures VII L.P. The reporting person is a managing partner of the investment team of TVM Life Science Venture Capital, which has voting and investment power with respect to 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.
( 3)	Pursuant to the terms of the Merger Agreement, these options, which were fully vested, 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.
( 4)	Pursuant to the terms of the Merger Agreement, these options, which provided for full vesting immediately prior to the start of the Issuer's first annual meeting of stockholders following the date of grant, 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
Marengere Luc 222 THIRD STREET CAMBRIDGE, MA 02142	X	X
TVM Life Science Ventures VII L.P. 204, RUE NOTRE-DAME OUEST, BUREAU 350 MONTREAL, A8 H2Y 1T3		X

Signatures
/s/ Christine G. Long, Attorney-in-Fact for Luc Marengere, Ph.D. (power of attorney previously filed)		3/1/2017
** Signature of Reporting Person		Date
/s/ Christine G. Long, Attorney-in-Fact for TVM Life Science Ventures VII L.P. (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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