Cox Russell J. 4
4 · VITAL THERAPIES INC · Filed Jan 14, 2019
Insider Transaction Report
Form 4
Cox Russell J.
DirectorChief Executive Officer
Transactions
- Award
Restricted Stock Units
2019-01-11+1,854,376→ 1,854,376 total→ Common Stock (1,854,376 underlying) - Disposition to Issuer
Stock Option (right to buy)
2019-01-11−1,588,832→ 0 totalExercise: $6.30Exp: 2028-01-02→ Common Stock (1,588,832 underlying)
Footnotes (4)
- [F1]Twenty five (25%) of the shares of common stock subject to the option vested on January 3, 2019, and thereafter, one forty-eighth (1/48th) of the shares of common stock subject to the option shall vest monthly, such that all of the shares of common stock subject to the option are vested by January 3, 2022, subject to the reporting person's continuing to be a Service Provider (as defined in the Amended & Restated 2017 Inducement Equity Incentive Plan (the "Plan)) through each vesting date; provided, that, the unvested portion of the option, if any, that would vest during the 12-month period following his termination date had he remained employed by the Issuer through such date 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]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Vital Therapies, Inc. Common Stock.
- [F4]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).