4//SEC Filing
Vitae Pharmaceuticals, Inc 4
Accession 0001104659-16-151945
CIK 0001157602operating
Filed
Oct 24, 8:00 PM ET
Accepted
Oct 25, 4:33 PM ET
Size
31.2 KB
Accession
0001104659-16-151945
Insider Transaction Report
Form 4
Hatfield Jeffrey S.
DirectorChief Executive Officer
Transactions
- Disposition from Tender
Common Stock
2016-10-24$21.00/sh−244,996$5,144,916→ 244,996 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-10-25$17.55/sh−26,086$457,809→ 0 totalExercise: $3.45Exp: 2017-07-24→ Common Stock (26,086 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-10-25$17.09/sh−6,245$106,727→ 0 totalExercise: $3.91Exp: 2018-01-29→ Common Stock (6,245 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-10-25$12.22/sh−60,000$733,200→ 0 totalExercise: $8.78Exp: 2026-08-14→ Common Stock (60,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-10-25$17.55/sh−30,434$534,117→ 0 totalExercise: $3.45Exp: 2017-09-25→ Common Stock (30,434 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-10-25$14.10/sh−10,320$145,512→ 0 totalExercise: $6.90Exp: 2020-03-23→ Common Stock (10,320 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-10-25$6.60/sh−50,000$330,000→ 0 totalExercise: $14.40Exp: 2025-02-13→ Common Stock (50,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-10-25$12.42/sh−60,000$745,200→ 0 totalExercise: $8.58Exp: 2026-02-15→ Common Stock (60,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-10-25$13.87/sh−134,782$1,869,426→ 0 totalExercise: $7.13Exp: 2021-03-22→ Common Stock (134,782 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-10-25$12.72/sh−50,000$636,000→ 0 totalExercise: $8.28Exp: 2025-08-14→ Common Stock (50,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-10-25$17.09/sh−20,869$356,651→ 0 totalExercise: $3.91Exp: 2019-01-20→ Common Stock (20,869 underlying)
Footnotes (12)
- [F1]Pursuant 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.
- [F10]This 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.
- [F11]This 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.
- [F12]This 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.
- [F2]Pursuant 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.
- [F3]This 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.
- [F4]This 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.
- [F5]This 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.
- [F6]This 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.
- [F7]This 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.
- [F8]This 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.
- [F9]This 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.
Documents
Issuer
Vitae Pharmaceuticals, Inc
CIK 0001157602
Entity typeoperating
Related Parties
1- filerCIK 0001157602
Filing Metadata
- Form type
- 4
- Filed
- Oct 24, 8:00 PM ET
- Accepted
- Oct 25, 4:33 PM ET
- Size
- 31.2 KB