SEC Form 4 · accession 0001104659-16-151937
Vitae Pharmaceuticals, Inc · VTAE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Applebaum
Officer — General Counsel
Period of report
Oct 25, 2016
Accepted (ET)
Oct 25, 2016 · 4:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001157602
Table I — non-derivative securities
No Table I lines on this filing.
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,F2 | $8.75 | Oct 25, 2016 | D | 150,000 | D | — | Aug 9, 2026 | Common Stock | 150,000 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated September 13, 2016, by and among the Issuer, Allergan Holdco US, Inc. and Augusta Merger Sub, Inc., each outstanding option to purchase shares of the Issuer's common stock, whether or not exercisable or vested, was cancelled and the holder thereof became entitled to receive an amount in cash determined by multiplying (A) the excess, if any, of $21.00 over the exercise price per share of the common stock underlying such stock option by (B) the number of shares of common stock subject to such stock option.
- F2This option, which provided for vesting with respect to 1/4 of the shares of stock which are subject to this option on August 10, 2017 (the "Initial Vesting Date") and 1/48th of the shares of stock which are subject to this option monthly following the Initial Vesting Date, was cancelled and the Reporting Person became entitled to receive an amount in cash per the terms of the Merger Agreement, as described in footnote (1) above.