SEC Form 4 · accession 0001104659-16-151947

Vitae Pharmaceuticals, Inc · VTAE

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

Reporting owner

Robert V Gunderson Jr.

Director

Period of report

Oct 24, 2016

Accepted (ET)

Oct 25, 2016 · 4:34 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,F2	Oct 24, 2016	U	11,002	$21.00	D	0	I	See Footnote
Common Stock^F1	Oct 24, 2016	U	15,830	$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
Stock Option (Right to Buy)^F3,F4	$3.91	Oct 25, 2016	D	5,434	D	—	May 27, 2018	Common Stock	5,434	D
Stock Option (Right to Buy)^F3,F5	$5.29	Oct 25, 2016	D	9,091	D	—	Jun 4, 2024	Common Stock	9,091	D
Stock Option (Right to Buy)^F3,F6	$8.00	Oct 25, 2016	D	17,000	D	—	Sep 23, 2024	Common Stock	17,000	D
Stock Option (Right to Buy)^F3,F7	$12.43	Oct 25, 2016	D	10,000	D	—	May 27, 2025	Common Stock	10,000	D
Stock Option (Right to Buy)^F3,F8	$9.62	Oct 25, 2016	D	10,000	D	—	May 25, 2026	Common Stock	10,000	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.
F2The reportable securities are owned by G&H Partners. Mr. Gunderson is a general partner of G&H Partners, and as such he may be deemed to share voting and dispositive power with respect to the shares held by G&H Partners. Mr. Gunderson disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
F3Pursuant 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.
F4This option, which is fully vested, 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 (3) above.
F5This option, which is fully vested, 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 (3) above.
F6This option, which is fully vested, 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 (3) above.
F7This option, which provided for vesting in three equal annual installments following May 28, 2015, 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 (3) above.
F8This option, which provided for vesting in four equal quarterly installments following May 26, 2016, 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 (3) above.