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Delaware
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20-4839882
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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99 Hayden Avenue, Suite 500
Lexington, MA 02421
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02421
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share
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886,606 shares
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$12.87 (2)
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$11,410,619 (2)
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$1,150
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Global Market on February 24, 2016.
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CONCERT PHARMACEUTICALS, INC.
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By:
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/s/ Roger. D Tung
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Roger D. Tung, Ph.D.
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President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Roger D. Tung
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Director, President and Chief Executive Officer (Principal Executive Officer)
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March 1, 2016
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Roger D. Tung, Ph.D.
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/s/ Ryan Daws
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Chief Financial Officer (Principal Financial Officer)
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March 1, 2016
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Ryan Daws
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/s/ Pauline McGowan
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Vice President, Finance and Corporate Controller (Principal Accounting Officer)
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March 1, 2016
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Pauline McGowan
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/s/ Richard H. Aldrich
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Director
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March 1, 2016
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Richard H. Aldrich
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/s/ Thomas G. Auchincloss
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Director
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March 1, 2016
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Thomas G. Auchincloss
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/s/ Ronald W. Barrett
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Director
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March 1, 2016
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Ronald W. Barrett, Ph.D.
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/s/ Peter Barton Hutt
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Director
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March 1, 2016
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Peter Barton Hutt
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/s/ Wilfred E. Jaeger
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Director
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March 1, 2016
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Wilfred E. Jaeger, M.D.
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/s/ Helmut M. Schühsler
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Director
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March 1, 2016
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Helmut M. Schühsler, Ph.D.
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/s/ Wendell Wierenga,
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Director
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March 1, 2016
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Wendell Wierenga, Ph.D.
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Exhibit
Number
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Description of Exhibit
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Incorporated by Reference
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Form
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File Number
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Date of Filing
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Exhibit
Number
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Filed
Herewith
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4.1
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Restated Certificate of Incorporation of the Registrant
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8-K
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001-36310
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February 20, 2014
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3.1
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4.2
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Amended and Restated By-Laws of the Registrant
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8-K
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001-36310
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February 20, 2014
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3.2
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5.1
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Opinion of Goodwin Procter LLP, counsel to the Registrant
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X
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23.1
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Consent of Goodwin Procter LLP (included in Exhibit 5.1)
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X
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23.2
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Consent of Ernst & Young LLP
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X
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24.1
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Power of attorney (included on the signature pages of this registration statement)
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X
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99.1
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2014 Stock Incentive Plan
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S-1
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333-193335
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February 3, 2014
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10.6
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Goodwin Procter
LLP
Counsellors at Law
Exchange Place
Boston, MA 02109
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T: 617.570.1000
F: 617.523.1231
goodwinprocter.com
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Very truly yours,
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/s/ GOODWIN PROCTOR LLP
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GOODWIN PROCTER LLP
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/s/ Ernst & Young LLP
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Boston, Massachusetts
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March 1, 2016
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