4//SEC Filing
Vitae Pharmaceuticals, Inc 4
Accession 0001104659-16-151956
CIK 0001157602operating
Filed
Oct 24, 8:00 PM ET
Accepted
Oct 25, 4:43 PM ET
Size
20.1 KB
Accession
0001104659-16-151956
Insider Transaction Report
Form 4
Gregg Richard
Chief Science Officer
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-10-25$6.60/sh−14,306$94,420→ 0 totalExercise: $14.40Exp: 2025-02-13→ Common Stock (14,306 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-10-25$12.42/sh−32,750$406,755→ 0 totalExercise: $8.58Exp: 2026-02-15→ Common Stock (32,750 underlying) - Disposition to Issuer
Common Stock
2016-10-25$21.00/sh−228,274$4,793,754→ 228,274 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-10-25$12.22/sh−16,500$201,630→ 0 totalExercise: $8.78Exp: 2026-08-14→ Common Stock (16,500 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-10-25$17.09/sh−21,647$369,947→ 0 totalExercise: $7.13Exp: 2021-03-22→ Common Stock (21,647 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-10-25$12.72/sh−21,250$270,300→ 0 totalExercise: $8.28Exp: 2025-08-14→ Common Stock (21,250 underlying)
Footnotes (8)
- [F1]Disposed 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.
- [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 option.
- [F3]This 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.
- [F4]No 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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
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, 4:43 PM ET
- Size
- 20.1 KB