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S-1
VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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    and 725,000 shares held by Prospect Venture Partners II, L.P., as Nominee. Prospect Management Co. II, L.L.C. is the general partner of Prospect Venture Partners II, L.P. Russell Hirsch and David Schnell are the managing members of Prospect Management Co. II, L.L.C. and share voting and dispositive power over the shares held by Prospect Venture Partners II, L.P., and each disclaims beneficial ownership of the shares held by Prospect Venture Partners II, L.P. except to the extent of his respective proportionate pecuniary interest in such shares. Prospect Management Co., L.L.C. is the general partner of Prospect Venture Partners, L.P. David Schnell is the managing member of Prospect Management Co., L.L.C., has sole voting and dispositive power over the shares held by Prospect Venture Partners, L.P., and disclaims beneficial ownership of the shares held by Prospect Venture Partners, L.P. except to the extent of his proportionate pecuniary interest in such shares. The address for Prospect Venture Partners is 435 Tasso Street, Suite 200, Palo Alto, California 94301.

(2)
Consists of (a) 41,356,141 shares held by New Enterprise Associates 10, Limited Partnership (NEA 10), and (b) 37,659 shares held by NEA Ventures 2001, L.P. (NEA Ventures 2001). The shares of our stock held by NEA 10 are indirectly held by NEA Partners 10, Limited Partnership (NEA Partners 10), its sole general partner, and each of the individual general partners of NEA Partners 10. The individual general partners of NEA Partners 10 are M. James Barrett, Peter J. Barris and Scott D. Sandell, which we refer to collectively as the NEA Partners 10 General Partners. The shares held by NEA Ventures 2001 are indirectly held by Pamela J. Clark, the general partner of NEA Ventures 2001. NEA Partners 10 and the NEA Partners 10 General Partners share voting and dispositive power with regard to the shares held by NEA 10. Pamela J. Clark has voting and dispositive power with regard to the shares held by NEA Ventures 2001. The address of NEA 10 and NEA Ventures 2001 is 1954 Greenspring Drive, Suite 600, Timonium, Maryland 21093.

(3)
Includes 29,106,710 shares held by Venrock Associates III, L.P., 6,549,009 shares held by Venrock Associates and 727,668 shares held by Venrock Entrepreneurs Fund III, L.P. Venrock Management III, LLC, a Delaware limited liability company, is the sole General Partner of Venrock Associates III, L.P. VEF Management III, LLC, a Delaware limited liability company, is the sole General Partner of Venrock Entrepreneurs Fund III, L.P. Other than the aforementioned General Partners, no individual person or entity has the unilateral ability to cause or block the voting or disposition of the shares held by any Venrock-associated entity described in this footnote. Venrock Management III, LLC and VEF Management III, LLC expressly disclaim beneficial ownership over all shares held by Venrock Associates, Venrock Associates III, L.P. and Venrock Entrepreneurs Fund III, L.P., except to the extent of their indirect pecuniary interest therein. Dr. Roberts is a member of Venrock Management III, LLC and a general partner of Venrock Associates and may be deemed to beneficially own all of the shares held by Venrock Associates III, L.P. Dr. Roberts disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein. The address of Venrock is 3340 Hillview Avenue, Palo Alto, California 94304.

(4)
Includes (i) 24,928,050 shares held by Atlas Venture Fund VI, L.P. ("Atlas VI"), (ii) 456,445 shares held by Atlas Venture Fund VI GmbH & Co. KG ("Atlas GmbH") and (iii) 762,313 shares held by Atlas Venture Entrepreneurs' Fund VI, L.P. ("Atlas EVC"). These shares are held directly by Atlas VI, Atlas EVC and Atlas GmbH. Atlas Venture Associates VI, L.P. ("AVA VI L.P.") is the sole general partner of Atlas VI and Atlas EVC and the managing limited partner of Atlas GmbH. Atlas Venture Associates VI, Inc. ("AVA VI Inc.") is the sole general partner of AVA VI L.P. Jean-Francois Formela, M.D., Jeffrey Fagnan and Kristen Laguerre are each directors of AVA VI Inc. As a result, each of Dr. Formela, Mr. Fagnan and Ms. Laguerre may be deemed to have beneficial ownership with respect to all shares held by AVA VI Inc. Each of the foregoing disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein. The address of Atlas Venture is 25 First Street, Suite 303, Cambridge, Massachusetts 02141.

(5)
The address of Boehringer Ingelheim International GmbH is Binger Strasse 173, D-55216 Ingelheim am Rhein, Germany.

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