SEC Form 4 · accession 0001104659-16-151945

Vitae Pharmaceuticals, Inc · VTAE

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

Reporting owner

Jeffrey S. Hatfield

Officer — Chief Executive Officer · Director

Period of report

Oct 24, 2016

Accepted (ET)

Oct 25, 2016 · 4:33 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	244,996	$21.00	D	244,996	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	$3.45	Oct 25, 2016	D	26,086	D	—	Jul 24, 2017	Common Stock	26,086	D
Employee Stock Option (Right to Buy)^F2,F4	$3.45	Oct 25, 2016	D	30,434	D	—	Sep 25, 2017	Common Stock	30,434	D
Employee Stock Option (Right to Buy)^F2,F5	$3.91	Oct 25, 2016	D	6,245	D	—	Jan 29, 2018	Common Stock	6,245	D
Employee Stock Option (Right to Buy)^F2,F6	$3.91	Oct 25, 2016	D	20,869	D	—	Jan 20, 2019	Common Stock	20,869	D
Employee Stock Option (Right to Buy)^F2,F7	$6.90	Oct 25, 2016	D	10,320	D	—	Mar 23, 2020	Common Stock	10,320	D
Employee Stock Option (Right to Buy)^F2,F8	$7.13	Oct 25, 2016	D	134,782	D	—	Mar 22, 2021	Common Stock	134,782	D
Employee Stock Option (Right to Buy)^F2,F9	$14.40	Oct 25, 2016	D	50,000	D	—	Feb 13, 2025	Common Stock	50,000	D
Employee Stock Option (Right to Buy)^F2,F10	$8.28	Oct 25, 2016	D	50,000	D	—	Aug 14, 2025	Common Stock	50,000	D
Employee Stock Option (Right to Buy)^F2,F11	$8.58	Oct 25, 2016	D	60,000	D	—	Feb 15, 2026	Common Stock	60,000	D
Employee Stock Option (Right to Buy)^F2,F12	$8.78	Oct 25, 2016	D	60,000	D	—	Aug 14, 2026	Common Stock	60,000	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.
F10This 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.
F11This 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.
F12This 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.
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 represented the vested portion of a performance-based option granted on July 25, 2007, 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 is fully vested and 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 is fully vested and 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 is fully vested and 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 is fully vested and 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.
F8This option, which represented the unvested portion of a performance-based option granted on July 25, 2007, 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.
F9This 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.