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