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3
HATFIELD JEFFREY S. filed this Form 3 on 09/24/2014
Entire Document
 
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Hatfield Jeffrey S.

(Last) (First) (Middle)
C/O VITAE PHARMACEUTICALS, INC.
502 WEST OFFICE CENTER DR.

(Street)
FORT WASHINGTON PA 19034

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2014
3. Issuer Name and Ticker or Trading Symbol
Vitae Pharmaceuticals, Inc [ VTAE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 391,304(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) (2) 03/14/2015 Common Stock 8,115 1.15 D
Employee Stock Option (Right to Buy) (3) 03/14/2015 Common Stock 8,115 1.15 D
Employee Stock Option (Right to Buy) (4) 03/14/2015 Common Stock 30,982 1.15 D
Employee Stock Option (Right to Buy) (5) 03/28/2016 Common Stock 5,584 3.45 D
Employee Stock Option (Right to Buy) (6) 03/28/2016 Common Stock 26,537 3.45 D
Employee Stock Option (Right to Buy) (7) 03/28/2016 Common Stock 16,940 3.45 D
Employee Stock Option (Right to Buy) (8) 07/24/2017 Common Stock 26,086 3.45 D
Employee Stock Option (Right to Buy) (9) 09/25/2017 Common Stock 30,434 3.45 D
Employee Stock Option (Right to Buy) (10) 01/29/2018 Common Stock 6,245 3.91 D
Employee Stock Option (Right to Buy) (11) 01/20/2019 Common Stock 20,869 3.91 D
Employee Stock Option (Right to Buy) (12) 03/23/2020 Common Stock 10,320 6.9 D
Employee Stock Option (Right to Buy) (13)(14) 03/22/2021 Common Stock 134,782 7.13 D
Explanation of Responses:
1. These shares represent restricted stock units that will vest upon the completing of the Issuer's Initial Public Offering.
2. The option vested in substantially equal installments over 12 months of service following February 1, 2005.
3. The option vested in equal installments over 6 months of service following July 1, 2005, with the first five installments occurring monthly after February 1, 2005, and the last installment occurring on January 1, 2006.
4. The option vested in substantially equal installments over 12 months of service following March 23, 2008.
5. The option vested in substantially equal installments over 12 months of service following February 15, 2006.
6. 2,080 of the option shares vested on March 29, 2007, with the remaining option shares vesting in substantially equal monthly installments over 27 months of service following December 30, 2007.
7. 8,788 of the option shares vested on March 29, 2007, with the remaining option shares vesting in equal monthly installments over 9 months of service thereafter.
8. Represents the vested portion of a performance-based option granted on July 25, 2007.
9. The option vested in equal monthly installments over 48 months of service following October 2, 2008.
10. The option vested over four years of service following March 15, 2008, with 25% vesting upon completion of one year of service and in 36 equal monthly installments thereafter.
11. The option vested in equal monthly installments over 12 months of service following March 15, 2009.
12. The option vested in equal monthly installments over 12 months of service following March 15, 2010.
13. Five percent of the option vests upon the achievement of up to three of four corporate milestones by the Issuer, which include advancement of (i) VTP-27999/renin into Phase 3 registration trial, (ii) 11B HSD1 into Phase 3 registration trial, (iii) BACE into Phase 2 proof of concept trial, or (iv) LXR (or other Contour) into Phase 2 proof of concept trial. An additional 15% of the option vesting in substantially equal monthly installments over 11 months of service following each such milestone. Such milestones must be achieved, if ever, prior to the ninth anniversary of the date of grant of the option.
14. (Continued from Footnote 13) No more than 60% of the option, in the aggregate, may vest based on the achievement of milestones. In addition, following the earliest of our deemed liquidation, the completion of this offering, or the consummation of a strategic transaction (including without limitation the exclusive license of a material asset of the company, a spin-off and subsequent sale of one of our business units), 10% of the option will vest on the first day of the month following such event, with an additional 30% of the option vesting in substantially equal monthly installments over 11 months of service following such event.
Remarks:
/s/ Jeffery S. Hatfield 09/24/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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