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