0001280776-19-000018.txt : 20190114
0001280776-19-000018.hdr.sgml : 20190114
20190114215004
ACCESSION NUMBER: 0001280776-19-000018
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: Cox Russell J.
CENTRAL INDEX KEY: 0001512984
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36201
FILM NUMBER: 19526102
MAIL ADDRESS:
STREET 1: C/O JAZZ PHARMACEUTICALS, PLC
STREET 2: 5TH FL, WATERLOO EXCHANGE, WATERLOO RD
CITY: DUBLIN L2 4
STATE: L2
ZIP: 0
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_154752058722280.xml
FORM 4
X0306
4
2019-01-11
0
0001280776
VITAL THERAPIES INC
VTL
0001512984
Cox Russell J.
C/O VITAL THERAPIES, INC.
15222-B AVENUE OF SCIENCE
SAN DIEGO
CA
92128
1
1
0
0
Chief Executive Officer
Stock Option (right to buy)
6.3
2019-01-11
4
D
0
1588832
0
D
2028-01-02
Common Stock
1588832.0
0
D
Restricted Stock Units
2019-01-11
4
A
0
1854376
0
A
Common Stock
1854376.0
1854376
D
Twenty five (25%) of the shares of common stock subject to the option vested on January 3, 2019, and thereafter, one forty-eighth (1/48th) of the shares of common stock subject to the option shall vest monthly, such that all of the shares of common stock subject to the option are vested by January 3, 2022, subject to the reporting person's continuing to be a Service Provider (as defined in the Amended & Restated 2017 Inducement Equity Incentive Plan (the "Plan)) through each vesting date; provided, that, the unvested portion of the option, if any, that would vest during the 12-month period following his termination date had he remained employed by the Issuer through such date 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.
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, as Attorney-in-Fact
2019-01-14