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 *

Cassella James V		 2. Issuer Name and Ticker or Trading Symbol

CONCERT PHARMACEUTICALS, INC. [ CNCE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Development Officer
(Last)          (First)          (Middle)

C/O CONCERT PHARMACEUTICALS, INC., 65 HAYDEN AVENUE, SUITE 3000N		 3. Date of Earliest Transaction (MM/DD/YYYY)

3/6/2023
(Street)

LEXINGTON, MA 02421
(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 3/6/2023  U  80595 D (1)(2)0 D  
Common Stock 3/6/2023  D  57766 (3)D (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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units  (4)3/6/2023  D     34700   (4) (4)Common Stock 34700  (4)0 D  
Stock Option (Right to Buy) $14.46 3/6/2023  D     140000   (5)(6)3/4/2025 Common Stock 140000  (5)(6)0 D  
Stock Option (Right to Buy) $16.85 3/6/2023  D     50000   (5)(6)1/6/2026 Common Stock 50000  (5)(6)0 D  
Stock Option (Right to Buy) $10.97 3/6/2023  D     70000   (5)(6)1/3/2027 Common Stock 70000  (5)(6)0 D  
Stock Option (Right to Buy) $27.59 3/6/2023  D     49500   (5)(6)1/3/2028 Common Stock 49500  (5)(6)0 D  
Stock Option (Right to Buy) $13.93 3/6/2023  D     75000   (5)(6)1/3/2029 Common Stock 75000  (5)(6)0 D  
Stock Option (Right to Buy) $10.87 3/6/2023  D     42430   (5)(6)2/13/2030 Common Stock 42430  (5)(6)0 D  
Stock Option (Right to Buy) $13.07 3/6/2023  D     60400   (5)(6)1/4/2031 Common Stock 60400  (5)(6)0 D  
Explanation of Responses:
(1) 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)
(2) 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.
(3) 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.
(4) 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.
(5) 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)
(6) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Cassella James V
C/O CONCERT PHARMACEUTICALS, INC.
65 HAYDEN AVENUE, SUITE 3000N
LEXINGTON, MA 02421

Chief Development Officer
Signatures
/s/ Jeffrey A. Munsie, attorney-in-fact3/6/2023
**Signature of Reporting PersonDate
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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Concert Pharmaceuticals (NASDAQ:CNCE)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Concert Pharmaceuticals Charts.
Concert Pharmaceuticals (NASDAQ:CNCE)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Concert Pharmaceuticals Charts.