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SEC Filings

S-1
VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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for a period of 180 days after the public offering date set forth in this prospectus. However, in the case of our directors, executive officers and stockholders subject to the 180-day restricted period, these restrictions will not apply to: (a) transactions relating to our securities acquired in open market transactions after the public offering date set forth in this prospectus, (b) if the holder is not an officer or director, transfers or other dispositions of shares of our common stock purchased by the holder in the offering contemplated by this prospectus, provided that, in the case of any transaction pursuant to (a) or (b), no filing by any party under the Exchange Act is required or will be voluntarily made before the expiration of the 180-day restricted period in connection with subsequent sales of our common stock or other securities acquired in such open market transactions, (c) bona fide gifts made by the holder, (d) transfers of our common stock or any security convertible into or exercisable for our common stock to an immediate family member, an immediate family member of a spouse, a domestic partner or a trust for the benefit of the holder, a spouse, a domestic partner or an immediate family member, or to any partnership, corporation, or other entity all of the beneficial ownership interests of which are held exclusively by the holder, a spouse, a domestic partner and/or one or more family members of the holder or the holder's spouse or domestic partner and/or one or more family members of the holder or the holder's spouse or domestic partner in a transaction not involving a disposition for value, (e) transfers of our common stock or any security convertible into or exercisable for our common stock upon death by will or intestate succession, (f) securities transferred to one or more affiliates of the holder and distributions of securities to current or former partners, members or equityholders of the holder in a transaction not in exchange for new consideration, (g) transfers of our common stock or any security convertible into or exercisable for our common stock solely by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, (h) the exercise of any option, warrant or other right to acquire shares of our common stock (including by cashless exercise or net exercise, to the extent permitted by the instrument governing such option or warrant, so long as such cashless or net exercise is effected solely by the surrender of outstanding options or warrants held by the holder to us and our cancellation of all or a portion thereof to pay the applicable exercise price, but excluding all methods of exercise that involve a sale of any shares of our common stock relating to options or warrants to cover the applicable exercise price), the settlement of any stock-settled stock appreciation rights, restricted stock or restricted stock units, or the conversion of any convertible security into our securities, provided that the securities issued upon exercise continue to be subject to the 180-day restricted period, (i) the entry into any trading plan established pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for any sales or other dispositions of our common stock during the 180-day restricted period and to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the holder or us regarding the establishment of such plan, such announcement or filing will include a statement to the effect that no transfer of our common stock may be made under such plan during the 180-day restricted period, or (j) the surrender or forfeiture of shares of our common stock to us in a transaction exempt from Section 16(b) of the Exchange Act to satisfy tax withholding obligations upon exercise or vesting of stock options or equity awards. In the case of any excepted transfers described above in (c), (d), (e) or (f), (1) each resulting acquirer of our securities must execute and deliver to the representatives of the underwriters a lock-up agreement, (2) to the extent any interest in our securities is retained by the transferring holder (or the transferring holder's spouse or family member), such securities will remain subject to the lock-up restrictions, and (3) no filing by any party under the Exchange Act will be required or will be voluntarily made before the expiration of the 180-day restricted period showing a decrease in the number of shares of our common stock held by the holder and its affiliates in such filing. In addition, during the 180-day restricted period, we may (a) issue equity-based awards pursuant to our existing benefit plans that are referred to in this prospectus, as such plans may be amended, (b) issue shares of our common stock upon the exercise of any such equity-based awards, (c) issue shares of our common stock upon the conversion of securities described in this prospectus, and (d) issue shares of our common stock, any securities convertible into, or exercisable, or exchangeable for, shares of our common stock or any combination thereof in the aggregate up to 5% of the then-outstanding shares of common stock, to be sold or delivered in connection with any one or more acquisitions or strategic investments

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