DUNN JOHN MICHAEL 4
4 · VITAL THERAPIES INC · Filed Jan 14, 2019
Insider Transaction Report
Form 4
DUNN JOHN MICHAEL
General Counsel
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2019-01-11−45,000→ 0 totalExercise: $8.28Exp: 2026-05-12→ Common Stock (45,000 underlying) - Award
Restricted Stock Units
2019-01-11+724,848→ 724,848 total→ Common Stock (724,848 underlying) - Disposition to Issuer
Stock Option (right to buy)
2019-01-11−50,000→ 0 totalExercise: $19.03Exp: 2024-11-16→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2019-01-11−45,000→ 0 totalExercise: $3.20Exp: 2027-06-09→ Common Stock (45,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2019-01-11−45,000→ 0 totalExercise: $5.00Exp: 2028-06-08→ Common Stock (45,000 underlying)
Footnotes (7)
- [F1]Subject to the reporting person continuing to be a Service Provider (as defined in the 2014 Equity Incentive Plan (the "Plan")), one forty-eighth (1/48th) of the shares subject to the option vested and became exercisable one month after the vesting commencement date of November 17, 2014, and an additional one forty-eighth (1/48th) of the shares vest and become exercisable at the end of each monthly period thereafter. One hundred percent (100%) of the unvested portion of the option, if any, shall vest in the event of a termination without cause following a Change in Control (as defined in the Plan).
- [F2]The option was cancelled by mutual agreement of the reporting person and Vital Therapies, Inc. The reporting person received a restricted stock unit award as reported in this Form 4 as consideration for this cancellation.
- [F3]Subject to the reporting person continuing to be a Service Provider (as defined in the 2014 Equity Incentive Plan (the "Plan")), one forty-eighth (1/48th) of the shares subject to the option vested and became exercisable one month after the vesting commencement date of April 16, 2016, and an additional one forty-eighth (1/48th) of the shares vest and become exercisable at the end of each monthly period thereafter. One hundred percent (100%) of the unvested portion of the option, if any, shall vest in the event of a termination without cause following a Change in Control (as defined in the Plan).
- [F4]Subject to the reporting person continuing to be a Service Provider (as defined in the 2014 Equity Incentive Plan (the "Plan")), one forty-eighth (1/48th) of the shares subject to the option vested and became exercisable one month after the vesting commencement date of June 10, 2017, and an additional one forty-eighth (1/48th) of the shares vest and become exercisable at the end of each monthly period thereafter. One hundred percent (100%) of the unvested portion of the option, if any, shall vest in the event of a termination without cause following a Change in Control (as defined in the Plan).
- [F5]Subject to the reporting person continuing to be a Service Provider (as defined in the 2014 Equity Incentive Plan (the "Plan")), one forty-eighth (1/48th) of the shares subject to the option vested and became exercisable one month after the vesting commencement date of June 9, 2018, and an additional one forty-eighth (1/48th) of the shares vest and become exercisable at the end of each monthly period thereafter. One hundred percent (100%) of the unvested portion of the option, if any, shall vest in the event of a termination without cause following a Change in Control (as defined in the Plan).
- [F6]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Vital Therapies, Inc. Common Stock.
- [F7]Subject to the reporting person continuing to be a Service Provider (as defined in the 2014 Equity Incentive Plan), twenty five percent (25%) of the RSUs vest annually after the vesting commencement date of January 11, 2019. One hundred percent (100%) of the unvested portion of the RSUs, if any, shall vest in the event of a Termination without Cause or Resignation for Good Reason (each as defined in the reporting person's Change of Control and Severance Agreement).