SEC Form 4 · accession 0001104659-16-151956
Vitae Pharmaceuticals, Inc · VTAE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Gregg
Officer — Chief Science Officer
Period of report
Oct 25, 2016
Accepted (ET)
Oct 25, 2016 · 4:43 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 | 228,274 | $21.00 | D | 228,274 | D |
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)F2,F3,F4 | $7.13 | Oct 25, 2016 | D | 21,647 | D | — | Mar 22, 2021 | Common Stock | 21,647 | 0 | D |
| Employee Stock Option (Right to Buy)F2,F5 | $14.40 | Oct 25, 2016 | D | 14,306 | D | — | Feb 13, 2025 | Common Stock | 14,306 | 0 | D |
| Employee Stock Option (Right to Buy)F2,F6 | $8.28 | Oct 25, 2016 | D | 21,250 | D | — | Aug 14, 2025 | Common Stock | 21,250 | 0 | D |
| Employee Stock Option (Right to Buy)F2,F7 | $8.58 | Oct 25, 2016 | D | 32,750 | D | — | Feb 15, 2026 | Common Stock | 32,750 | 0 | D |
| Employee Stock Option (Right to Buy)F2,F8 | $8.78 | Oct 25, 2016 | D | 16,500 | D | — | Aug 14, 2026 | Common Stock | 16,500 | 0 | 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 five percent of the option vests upon the achievement of up to three of four corporate milestones by the Issuer, which include advancement of (i) VTP-27999/renin into Phase 3 registration trial, (ii) 11B HSD1 into Phase 3 registration trial, (iii) BACE into Phase 2 proof of concept trial, or (iv) LXR (or other Contour) into Phase 2 proof of concept trial. An additional 15% of the option vesting in substantially equal monthly installments over 11 months of service following each such milestone. Such milestones must be achieved, if ever, prior to the ninth anniversary of the date of grant of the option.
- F4No more than 60% of the option, in the aggregate, may vest based on the achievement of milestones. In addition, following the earliest of our deemed liquidation, the completion of this offering, or the consummation of a strategic transaction (including without limitation the exclusive license of a material asset of the company, a spin-off and subsequent sale of one of our business units), 10% of the option will vest on the first day of the month following such event, with an additional 30% of the option vesting in substantially equal monthly installments over 11 months of service following such event, 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 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.
- F6This 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.
- F7This 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.
- F8This 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.