SEC Form 4 · accession 0001104659-16-151941

Vitae Pharmaceuticals, Inc · VTAE

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

Reporting owner

Arthur Fratamico

Officer — Chief Business Officer

Period of report

Oct 24, 2016

Accepted (ET)

Oct 25, 2016 · 4:32 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^F1	Oct 24, 2016	U	13,233	$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	13,750	D	—	Feb 13, 2025	Common Stock	13,750	D
Employee Stock Option (Right to Buy)^F2,F5	$8.28	Oct 25, 2016	D	13,750	D	—	Aug 14, 2025	Common Stock	13,750	D
Employee Stock Option (Right to Buy)^F2,F6	$8.58	Oct 25, 2016	D	19,250	D	—	Feb 15, 2026	Common Stock	19,250	D
Employee Stock Option (Right to Buy)^F2,F7	$8.78	Oct 25, 2016	D	14,500	D	—	Aug 14, 2026	Common Stock	14,500	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. ("Parent") and Augusta Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of Parent, Merger Sub made a cash tender offer (the "Offer") to purchase each outstanding share of the Company's Common Stock for $21.00 per share (the "Offer Price"), without any interest and subject to any tax withholding. These shares were tendered into the Offer and, after the expiration of the Offer at 12:00 midnight, New York City time, at the end of October 24, 2016, Merger Subsidiary accepted all of the tendered shares and the holder was entitled to receive the Offer Price per share.
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 stock 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 12, 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.