0001104659-16-151945.txt : 20161025 0001104659-16-151945.hdr.sgml : 20161025 20161025163331 ACCESSION NUMBER: 0001104659-16-151945 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161024 FILED AS OF DATE: 20161025 DATE AS OF CHANGE: 20161025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vitae Pharmaceuticals, Inc CENTRAL INDEX KEY: 0001157602 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043567753 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 502 WEST OFFICE CENTER DR CITY: FORT WASHINGTON STATE: PA ZIP: 19034 BUSINESS PHONE: 215-461-2000 MAIL ADDRESS: STREET 1: 502 WEST OFFICE CENTER DR CITY: FORT WASHINGTON STATE: PA ZIP: 19034 FORMER COMPANY: FORMER CONFORMED NAME: Vitae Pharmaceuticals Inc DATE OF NAME CHANGE: 20050118 FORMER COMPANY: FORMER CONFORMED NAME: CONCURRENT PHARMACEUTICALS INC DATE OF NAME CHANGE: 20010815 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hatfield Jeffrey S. CENTRAL INDEX KEY: 0001609879 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36617 FILM NUMBER: 161950734 MAIL ADDRESS: STREET 1: 11080 ROSELLE STREET CITY: SAN DIEGO STATE: CA ZIP: 92121 4 1 a4.xml 4 X0306 4 2016-10-24 1 0001157602 Vitae Pharmaceuticals, Inc VTAE 0001609879 Hatfield Jeffrey S. C/O VITAE PHARMACEUTICALS, INC. 502 WEST OFFICE CENTER DR. FORT WASHINGTON PA 19034 1 1 0 0 Chief Executive Officer Common Stock 2016-10-24 4 U 0 244996 21.00 D 244996 D Employee Stock Option (Right to Buy) 3.45 2016-10-25 4 D 0 26086 17.55 D 2017-07-24 Common Stock 26086 0 D Employee Stock Option (Right to Buy) 3.45 2016-10-25 4 D 0 30434 17.55 D 2017-09-25 Common Stock 30434 0 D Employee Stock Option (Right to Buy) 3.91 2016-10-25 4 D 0 6245 17.09 D 2018-01-29 Common Stock 6245 0 D Employee Stock Option (Right to Buy) 3.91 2016-10-25 4 D 0 20869 17.09 D 2019-01-20 Common Stock 20869 0 D Employee Stock Option (Right to Buy) 6.90 2016-10-25 4 D 0 10320 14.10 D 2020-03-23 Common Stock 10320 0 D Employee Stock Option (Right to Buy) 7.13 2016-10-25 4 D 0 134782 13.87 D 2021-03-22 Common Stock 134782 0 D Employee Stock Option (Right to Buy) 14.40 2016-10-25 4 D 0 50000 6.60 D 2025-02-13 Common Stock 50000 0 D Employee Stock Option (Right to Buy) 8.28 2016-10-25 4 D 0 50000 12.72 D 2025-08-14 Common Stock 50000 0 D Employee Stock Option (Right to Buy) 8.58 2016-10-25 4 D 0 60000 12.42 D 2026-02-15 Common Stock 60000 0 D Employee Stock Option (Right to Buy) 8.78 2016-10-25 4 D 0 60000 12.22 D 2026-08-14 Common Stock 60000 0 D 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. /s/ Jeffrey S. Hatfield 2016-10-25