Edgar Filing: CONCERT PHARMACEUTICALS, INC.

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BROOKSIDE CAPITAL MANAGEMENT LLC

2. Issuer Name and Ticker or Trading Symbol
CONCERT PHARMACEUTICALS, INC. [CNCE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER, 200 CLARENDON STREET

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2014

(Street)

BOSTON, MA 02116

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	02/19/2014		C		761,062	A	⁽¹⁾	793,851	I	See Footnote ⁽²⁾
COMMON STOCK	02/19/2014		C		353,982	A	⁽¹⁾	1,147,833	I	See Footnote ⁽²⁾
COMMON STOCK	02/19/2014		P		350,000	A	$ 14	1,497,833	I	See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

SERIES B CONVERTIBLE PREFERRED STOCK

⁽¹⁾

02/19/2014

4,300,000

⁽¹⁾

⁽³⁾

COMMON STOCK

761,062

$ 0

See Footnote ⁽²⁾

SERIES C CONVERTIBLE PREFERRED STOCK

⁽¹⁾

02/19/2014

2,000,000

⁽¹⁾

⁽³⁾

COMMON STOCK

353,982

$ 0

See Footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BROOKSIDE CAPITAL MANAGEMENT LLC JOHN HANCOCK TOWER, 200 CLARENDON STREET BOSTON, MA 02116		X
BROOKSIDE CAPITAL INVESTORS L P JOHN HANCOCK TOWER, 200 CLARENDON STREET BOSTON, MA 02116		X
BROOKSIDE CAPITAL PARTNERS FUND LP JOHN HANCOCK TOWER, 200 CLARENDON STREET BOSTON, MA 02116		X

Signatures

/s/ William Edward Pappendick, IV		02/21/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Series B and Series C Convertible Preferred Stock converted into Common Stock on a 1-for-5.65 basis upon the closing of the Issuer's initial public offering without payment of consideration.
(2)	Brookside Capital Management, LLC ("BCM") is the sole general partner of Brookside Capital Investors, L.P. ("BCI"). BCI is the sole general partner of Brookside Capital Partners Fund, L.P. ("BCPF"). BCM and BCI each may be deemed to share voting dispositive powers with respect to the shares held by BCPF. Each of BCM and BCI disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.
(3)	Not applicable.

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