0001104659-16-151947.txt : 20161025 0001104659-16-151947.hdr.sgml : 20161025 20161025163401 ACCESSION NUMBER: 0001104659-16-151947 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: Gunderson Robert V JR CENTRAL INDEX KEY: 0001302450 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36617 FILM NUMBER: 161950736 MAIL ADDRESS: STREET 1: 1200 SEAPORT BLVD CITY: REDWOOD CITY STATE: CA ZIP: 94063 4 1 a4.xml 4 X0306 4 2016-10-24 1 0001157602 Vitae Pharmaceuticals, Inc VTAE 0001302450 Gunderson Robert V JR GUNDERSON DETTMER STOUGH 1200 SEAPORT BLVD REDWOOD CITY CA 94063 1 0 0 0 Common Stock 2016-10-24 4 U 0 11002 21.00 D 0 I See Footnote Common Stock 2016-10-24 4 U 0 15830 21.00 D 0 D Stock Option (Right to Buy) 3.91 2016-10-25 4 D 0 5434 17.09 D 2018-05-27 Common Stock 5434 0 D Stock Option (Right to Buy) 5.29 2016-10-25 4 D 0 9091 15.71 D 2024-06-04 Common Stock 9091 0 D Stock Option (Right to Buy) 8.00 2016-10-25 4 D 0 17000 13.00 D 2024-09-23 Common Stock 17000 0 D Stock Option (Right to Buy) 12.43 2016-10-25 4 D 0 10000 8.57 D 2025-05-27 Common Stock 10000 0 D Stock Option (Right to Buy) 9.62 2016-10-25 4 D 0 10000 11.38 D 2026-05-25 Common Stock 10000 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. The reportable securities are owned by G&H Partners. Mr. Gunderson is a general partner of G&H Partners, and as such he may be deemed to share voting and dispositive power with respect to the shares held by G&H Partners. Mr. Gunderson disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. 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 is fully vested, 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 (3) above. This option, which is fully vested, 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 (3) above. This option, which is fully vested, 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 (3) above. This option, which provided for vesting in three equal annual installments following May 28, 2015, 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 (3) above. This option, which provided for vesting in four equal quarterly installments following May 26, 2016, 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 (3) above. /s/ Robert V. Gunderson, Jr. 2016-10-25