0001280776-19-000015.txt : 20190114 0001280776-19-000015.hdr.sgml : 20190114 20190114214812 ACCESSION NUMBER: 0001280776-19-000015 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190111 FILED AS OF DATE: 20190114 DATE AS OF CHANGE: 20190114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DUNN JOHN MICHAEL CENTRAL INDEX KEY: 0001238648 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36201 FILM NUMBER: 19526099 MAIL ADDRESS: STREET 1: C/O VITAL THERAPIES, INC. STREET 2: 15010 AVENUE OF SCIENCE, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92128 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VITAL THERAPIES INC CENTRAL INDEX KEY: 0001280776 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 562358443 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 15222-B AVENUE OF SCIENCE CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 858-673-6840 MAIL ADDRESS: STREET 1: 15222-B AVENUE OF SCIENCE CITY: SAN DIEGO STATE: CA ZIP: 92128 4 1 wf-form4_154752047327275.xml FORM 4 X0306 4 2019-01-11 0 0001280776 VITAL THERAPIES INC VTL 0001238648 DUNN JOHN MICHAEL C/O VITAL THERAPIES, INC. 15222-B AVENUE OF SCIENCE SAN DIEGO CA 92128 0 1 0 0 General Counsel and Secretary Stock Option (right to buy) 19.03 2019-01-11 4 D 0 50000 0 D 2024-11-16 Common Stock 50000.0 0 D Stock Option (right to buy) 8.28 2019-01-11 4 D 0 45000 0 D 2026-05-12 Common Stock 45000.0 0 D Stock Option (right to buy) 3.2 2019-01-11 4 D 0 45000 0 D 2027-06-09 Common Stock 45000.0 0 D Stock Option (right to buy) 5.0 2019-01-11 4 D 0 45000 0 D 2028-06-08 Common Stock 45000.0 0 D Restricted Stock Units 2019-01-11 4 A 0 724848 0 A Common Stock 724848.0 724848 D Subject to the reporting person continuing to be a Service Provider (as defined in the 2014 Equity Incentive Plan (the "Plan")), one forty-eighth (1/48th) of the shares subject to the option vested and became exercisable one month after the vesting commencement date of November 17, 2014, and an additional one forty-eighth (1/48th) of the shares vest and become exercisable at the end of each monthly period thereafter. One hundred percent (100%) of the unvested portion of the option, if any, shall vest in the event of a termination without cause following a Change in Control (as defined in the Plan). The option was cancelled by mutual agreement of the reporting person and Vital Therapies, Inc. The reporting person received a restricted stock unit award as reported in this Form 4 as consideration for this cancellation. Subject to the reporting person continuing to be a Service Provider (as defined in the 2014 Equity Incentive Plan (the "Plan")), one forty-eighth (1/48th) of the shares subject to the option vested and became exercisable one month after the vesting commencement date of April 16, 2016, and an additional one forty-eighth (1/48th) of the shares vest and become exercisable at the end of each monthly period thereafter. One hundred percent (100%) of the unvested portion of the option, if any, shall vest in the event of a termination without cause following a Change in Control (as defined in the Plan). Subject to the reporting person continuing to be a Service Provider (as defined in the 2014 Equity Incentive Plan (the "Plan")), one forty-eighth (1/48th) of the shares subject to the option vested and became exercisable one month after the vesting commencement date of June 10, 2017, and an additional one forty-eighth (1/48th) of the shares vest and become exercisable at the end of each monthly period thereafter. One hundred percent (100%) of the unvested portion of the option, if any, shall vest in the event of a termination without cause following a Change in Control (as defined in the Plan). Subject to the reporting person continuing to be a Service Provider (as defined in the 2014 Equity Incentive Plan (the "Plan")), one forty-eighth (1/48th) of the shares subject to the option vested and became exercisable one month after the vesting commencement date of June 9, 2018, and an additional one forty-eighth (1/48th) of the shares vest and become exercisable at the end of each monthly period thereafter. One hundred percent (100%) of the unvested portion of the option, if any, shall vest in the event of a termination without cause following a Change in Control (as defined in the Plan). Each restricted stock unit ("RSU") represents a contingent right to receive one share of Vital Therapies, Inc. Common Stock. Subject to the reporting person continuing to be a Service Provider (as defined in the 2014 Equity Incentive Plan), twenty five percent (25%) of the RSUs vest annually after the vesting commencement date of January 11, 2019. One hundred percent (100%) of the unvested portion of the RSUs, if any, shall vest in the event of a Termination without Cause or Resignation for Good Reason (each as defined in the reporting person's Change of Control and Severance Agreement). /s/ Michael V. Swanson, by power of attorney 2019-01-14