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