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