SEC Form 4 · accession 0001104659-16-151388

Vitae Pharmaceuticals, Inc · VTAE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Richard Gregg

Officer — Chief Science Officer

Period of report

Oct 19, 2016

Accepted (ET)

Oct 21, 2016 · 5:00 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001157602

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock	Oct 19, 2016	M	87,301	$3.91	A	191,673	D
Common Stock	Oct 19, 2016	M	29,657	$7.13	A	221,330	D
Common Stock	Oct 19, 2016	M	6,944	$14.40	A	228,274	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F1	$3.91	Oct 19, 2016	M	87,301	D	—	Mar 25, 2018	Common Stock	87,301	0	D
Employee Stock Option (Right to Buy)^F2,F3	$7.13	Oct 19, 2016	M	29,657	D	—	Mar 22, 2021	Common Stock	29,657	21,647	D
Employee Stock Option (Right to Buy)^F4	$14.40	Oct 19, 2016	M	6,944	D	—	Feb 13, 2025	Common Stock	6,944	14,306	D

Explanation of responses

F1This option vested over four years of service following February 25, 2008, with 25% vesting upon completion of one year of service and in 36 equal monthly installments thereafter.
F2Five percent of the option vests upon the achievement of up to three of four corporate milestones by the Issuer, which include advancement of (i) VTP-27999/renin into Phase 3 registration trial, (ii) 11B HSD1 into Phase 3 registration trial, (iii) BACE into Phase 2 proof of concept trial, or (iv) LXR (or other Contour) into Phase 2 proof of concept trial. An additional 15% of the option vesting in substantially equal monthly installments over 11 months of service following each such milestone. Such milestones must be achieved, if ever, prior to the ninth anniversary of the date of grant of the option.
F3(Continued from footnote 2) No more than 60% of the option, in the aggregate, may vest based on the achievement of milestones. In addition, following the earliest of our deemed liquidation, the completion of this offering, or the consummation of a strategic transaction (including without limitation the exclusive license of a material asset of the company, a spin-off and subsequent sale of one of our business units), 10% of the option will vest on the first day of the month following such event, with an additional 30% of the option vesting in substantially equal monthly installments over 11 months of service following such event.
F4This option shall vest with respect to 25% of the shares of stock which are subject to this option on February 13, 2016 (the "Initial Vesting Date") and 1/48th of the shares of stock which are subject to this option monthly following the Initial Vesting Date.