FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 09/24/2014 |
3. Issuer Name and Ticker or Trading Symbol
Vitae Pharmaceuticals, Inc [ VTAE ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 31,521 | I | See Footnote(1) |
Common Stock | 31,521 | I | See Footnote(2) |
Common Stock | 31,520 | I | See Footnote(3) |
Common Stock | 31,520 | I | See Footnote(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A-2 Preferred Stock | (5) | (5) | Common Stock | 261,977 | (5) | I | See Footnote(1) |
Series A-2 Preferred Stock | (5) | (5) | Common Stock | 261,977 | (5) | I | See Footnote(2) |
Series B Preferred Stock | (6) | (6) | Common Stock | 102,301 | (6) | I | See Footnote(1) |
Series B Preferred Stock | (6) | (6) | Common Stock | 1,530,269 | (6) | I | See Footnote(2) |
Series C Preferred Stock | (6) | (6) | Common Stock | 76,949 | (6) | I | See Footnote(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. The reportable securities are owned by Prospect Venture Partners, L.P. ("PVP"). Prospect Management Co., L.L.C. ("PMC") is the general partner of PVP. David Schnell ("Schnell") is the managing member of PMC. Each of PMC and Schnell disclaim beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. |
2. The reportable securities are owned by Prospect Venture Partners II, L.P. ("PVP II"). Prospect Management Co. II, L.L.C. ("PMC II") is the general partner of PVP II. Russell Hirsch ("Hirsch") and Schnell are the managing members of PMC II. Each of PMC II, Hirsch and Schnell disclaim beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. |
3. The reportable securities are owned by PVP, as Nominee. PMC is the general partner of PVP. Schnell is the managing member of PMC. Each of PMC and Schnell disclaim beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. |
4. The reportable securities are owned by PVP II, as Nominee. PMC II is the general partner of PVP II. Hirsch and Schnell are the managing members of PMC II. Each of PMC II, Hirsch and Schnell disclaim beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. |
5. Each share of Series A-2 Preferred Stock will automatically convert on a 1:1.50638118 basis into the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission. These shares have no expiration date. |
6. Each share of Series B Preferred Stock and Series C Preferred Stock will automatically convert on a 1:1 basis into the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission. These shares have no expiration date. |
Remarks: |
/s/ David Schnell, Managing Member, Prospect Management Company, L.L.C., the General Partner of Prospect Venture Partners, L.P. | 09/24/2014 | |
/s/ David Schnell, Managing Member, Prospect Management Company, L.L.C. | 09/24/2014 | |
/s/ David Schnell, Managing Member, Prospect Management Company II, L.L.C., the General Partner of Prospect Venture Partners II, L.P. | 09/24/2014 | |
/s/ David Schnell, Managing Member, Prospect Management Company II, L.L.C. | 09/24/2014 | |
/s/ Russell Hirsch | 09/24/2014 | |
/s/ David Schnell | 09/24/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |