SEC Form 4 · accession 0001104659-16-151938

Vitae Pharmaceuticals, Inc · VTAE

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

Reporting owner

Richard Steven Morris

Officer — Chief Financial Officer

Period of report

Oct 25, 2016

Accepted (ET)

Oct 25, 2016 · 4:31 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	Nature of ownership
Common Stock	Oct 25, 2016	D	828	$21.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F2,F3	$5.29	Oct 25, 2016	D	152,173	D	—	Jun 24, 2024	Common Stock	152,173	D
Employee Stock Option (Right to Buy)^F2,F4	$14.40	Oct 25, 2016	D	15,000	D	—	Feb 13, 2025	Common Stock	15,000	D
Employee Stock Option (Right to Buy)^F2,F5	$8.28	Oct 25, 2016	D	15,000	D	—	Aug 14, 2025	Common Stock	15,000	D
Employee Stock Option (Right to Buy)^F2,F6	$8.58	Oct 25, 2016	D	27,500	D	—	Feb 15, 2026	Common Stock	27,500	D
Employee Stock Option (Right to Buy)^F2,F7	$8.78	Oct 25, 2016	D	27,500	D	—	Aug 14, 2026	Common Stock	27,500	D

Explanation of responses

F1Disposed of pursuant 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., whereby, immediately prior to the effective time of the merger contemplated therein, all issued and outstanding shares of Issuer common stock were converted into the right to receive $21.00 per share in cash and, when so converted, automatically cancelled.
F2Pursuant to the Merger Agreement, 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 option.
F3This option, which provided for vesting with respect to 1/4 of the shares of stock which are subject to this option on May 19, 2014 (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 (2) above.
F4This option, which provided for vesting with respect to 1/4 of the shares of stock which are subject to this option on February 13, 2016 (the "February 2016 Initial Vesting Date") and 1/48th of the shares of stock which are subject to this option monthly following the February 2016 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 (2) above.
F5This option, which provided for vesting with respect to 1/4 of the shares of stock which are subject to this option on August 14, 2016 (the "August 2016 Initial Vesting Date") and 1/48th of the shares of stock which are subject to this option monthly following the August 2016 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 (2) above.
F6This option, which provided for vesting with respect to 1/4 of the shares of stock which are subject to this option on February 15, 2017 (the "February 2017 Initial Vesting Date") and 1/48th of the shares of stock which are subject to this option monthly following the February 2017 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 (2) above.
F7This option, which provided for vesting with respect to 1/4 of the shares of stock which are subject to this option on August 15, 2017 (the "August 2017 Initial Vesting Date") and 1/48th of the shares of stock which are subject to this option monthly following the August 2017 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 (2) above.