0001104659-16-151956.txt : 20161025 0001104659-16-151956.hdr.sgml : 20161025 20161025164316 ACCESSION NUMBER: 0001104659-16-151956 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161025 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: Gregg Richard CENTRAL INDEX KEY: 0001619574 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36617 FILM NUMBER: 161950801 MAIL ADDRESS: STREET 1: C/O VITAE PHARMACEUTICALS, INC. STREET 2: 502 WEST OFFICE CENTER DR. CITY: FORT WASHINGTON STATE: PA ZIP: 19034 4 1 a4.xml 4 X0306 4 2016-10-25 1 0001157602 Vitae Pharmaceuticals, Inc VTAE 0001619574 Gregg Richard C/O VITAE PHARMACEUTICALS, INC. 502 WEST OFFICE CENTER DR. FORT WASHINGTON PA 19034 0 1 0 0 Chief Science Officer Common Stock 2016-10-25 4 D 0 228274 21.00 D 228274 D Employee Stock Option (Right to Buy) 7.13 2016-10-25 4 D 0 21647 17.09 D 2021-03-22 Common Stock 21647 0 D Employee Stock Option (Right to Buy) 14.40 2016-10-25 4 D 0 14306 6.60 D 2025-02-13 Common Stock 14306 0 D Employee Stock Option (Right to Buy) 8.28 2016-10-25 4 D 0 21250 12.72 D 2025-08-14 Common Stock 21250 0 D Employee Stock Option (Right to Buy) 8.58 2016-10-25 4 D 0 32750 12.42 D 2026-02-15 Common Stock 32750 0 D Employee Stock Option (Right to Buy) 8.78 2016-10-25 4 D 0 16500 12.22 D 2026-08-14 Common Stock 16500 0 D Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated September 13, 2016, by and among the Issuer, Allergan Holdco US, Inc. and Augusta Merger Sub, Inc., whereby, immediately prior to the effective time of the merger contemplated therein, all issued and outstanding shares of Issuer common stock were converted into the right to receive $21.00 per share in cash and, when so converted, automatically cancelled. 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 option. This option, which provided for vesting with respect to five percent of the option vests upon the achievement of up to three of four corporate milestones by the Issuer, which include advancement of (i) VTP-27999/renin into Phase 3 registration trial, (ii) 11B HSD1 into Phase 3 registration trial, (iii) BACE into Phase 2 proof of concept trial, or (iv) LXR (or other Contour) into Phase 2 proof of concept trial. An additional 15% of the option vesting in substantially equal monthly installments over 11 months of service following each such milestone. Such milestones must be achieved, if ever, prior to the ninth anniversary of the date of grant of the option. No more than 60% of the option, in the aggregate, may vest based on the achievement of milestones. In addition, following the earliest of our deemed liquidation, the completion of this offering, or the consummation of a strategic transaction (including without limitation the exclusive license of a material asset of the company, a spin-off and subsequent sale of one of our business units), 10% of the option will vest on the first day of the month following such event, with an additional 30% of the option vesting in substantially equal monthly installments over 11 months of service following such event, 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/ Richard Gregg 2016-10-25