Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Concert Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
206022105
(CUSIP Number)
February 19, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 206022105
13G
Page 2 of 7 Pages
1.
NAME OF REPORTING PERSON
Brookside Capital Partners Fund, L.P.
2.
(a) 0
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) 0
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
1,147,833 Shares
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
1,147,833 Shares
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,147,833 Shares
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.67%
12.
TYPE OF REPORTING PERSON
PN
CUSIP No. 206022105
13G
Page 3 of 7 Pages
13.
NAME OF REPORTING PERSON
Brookside Capital Trading Fund, L.P.
14.
(a) 0
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) 0
15.
SEC USE ONLY
16.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
17.
SOLE VOTING POWER
350,000 Shares
18.
SHARED VOTING POWER
0
19.
SOLE DISPOSITIVE POWER
350,000 Shares
20.
SHARED DISPOSITIVE POWER
0
21.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000 Shares
22.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
23.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.03%
24.
TYPE OF REPORTING PERSON
PN
Item 1(a). Name of Issuer
The name of the issuer to which this filing on Schedule 13G
relates is Concert Pharmaceuticals, Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices
The principal executive offices of the Company are located at 99
Hayden Avenue, Suite 500, Lexington, Massachusetts 02421.
Item 2(a). Name of Person Filing
This Statement is being filed on behalf of the following
(collectively, the "Reporting Persons"): (1) Brookside Capital Partners
Fund, L.P., a Delaware limited partnership ("Partners Fund"), whose sole
general partner is Brookside Capital Investors, L.P., a Delaware limited
partnership ("Brookside Investors"), whose sole general partner is Brookside
Capital Management, LLC, a Delaware limited liability company ("Brookside
Management"); and (2) Brookside Capital Trading Fund, L.P., a Delaware
limited partnership ("Trading Fund"), whose sole general partner is
Brookside Capital Investors II, L.P., a Delaware limited partnership
("Brookside Investors II"), whose sole general partner is Brookside Management.
The Reporting Persons have entered into a Joint Filing Agreement,
dated February 28, 2014, a copy of which is filed with this Schedule 13G
as Exhibit A, pursuant to which the Reporting Persons have agreed to file
this statement jointly in accordance with the provisions of Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934.
Item 2(b). Address of Principal Business Office or, if none, Residence
The principal business address of each of the Partners Fund, the
Trading Fund, Brookside Investors, Brookside Investors II, and Brookside
Management is John Hancock Tower, 200 Clarendon Street, Boston, MA 02116.
Item 2(c). Citizenship
Each of the Partners Fund, Trading Fund, Brookside Investors,
Brookside Investors II and Brookside Management is organized under the
laws of the State of Delaware.
Item 2(d). Title of Class of Securities
The class of equity securities of the Company to which this filing
on Schedule 13G relates is Common Stock ("Common Stock").
Item 2(e). CUSIP Number
The CUSIP number of the Company's Common Stock is 206022105.
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Section 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
[x] If this statement is filed pursuant to Section 240.13d-1(c), check
this box.
Item 4. Ownership
Item 4(a). Amount beneficially owned
As of the close of business on February 19, 2014, the Partners Fund
held 1,147,833 Shares of Common Stock. As of the close of business on
February 19, 2014, the Trading Fund held 350,000 Shares of Common Stock.
As a result of the foregoing and the relationships described in Item 2(a),
the Reporting Persons may be deemed to beneficially own 1,497,833 shares
of the Common Stock of the Company as of February 19, 2014.
Item 4(b). Percent of Class
As of the close of business on February 19, 2014, the Partners
Fund held 6.67% of the Common Stock of the Company. As of the close of
business on February 19, 2014, the Trading Fund held 2.03% of the
Common Stock of the Company. The aggregate percentage of Common
Stock reported owned by the Reporting Persons is 8.70% of the Common
Stock of the Company as of February 19, 2014 and is based upon 17,218,121
shares of Common Stock outstanding, which is the total number of shares
of Common Stock outstanding as of February 12, 2014, based on representations
made in the Company's prospectus filed pursuant to Rule 424(b)(4) under the
Securities Act of 1933 with the Securities and Exchange Commission on
February 12, 2014.
Item 4(c). Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,497,833 Shares
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 1,497,833 Shares
(iv) shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below, the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Dated: February 28, 2014
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete, and correct.
BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: Brookside Capital Investors, L.P.,
its general partner
By: Brookside Capital Management, LLC,
its general partner
By: /s/ William E. Pappendick IV
Name: William E. Pappendick IV
Title: Managing Director
BROOKSIDE CAPITAL TRADING FUND, L.P.
By: Brookside Capital Investors II, L.P.,
its general partner
By: Brookside Capital Management, LLC,
its general partner
By: /s/ William E. Pappendick IV
Name: William E. Pappendick IV
Title: Managing Director
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G
The undersigned hereby agree as follows:
(i) The Statement on Schedule 13G, and any amendments thereto, to
which this Agreement is annexed as Exhibit A is and will be filed
on behalf of each of them in accordance with the provisions of
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended;
and
(ii) Each of them is responsible for the timely filing of such Schedule
13G and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but
none of them is responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is
inaccurate.
Dated: February 28, 2014
BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: Brookside Capital Investors, L.P.,
its general partner
By: Brookside Capital Management, LLC,
its general partner
By: /s/ William E. Pappendick IV
Name: William E. Pappendick IV
Title: Managing Director
BROOKSIDE CAPITAL TRADING FUND, L.P.
By: Brookside Capital Investors II, L.P.,
its general partner
By: Brookside Capital Management, LLC,
its general partner
By: /s/ William E. Pappendick IV
Name: William E. Pappendick IV
Title: Managing Director