SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Barrett Peter

(Last)

(First)

(Middle)

C/O ATLAS VENTURE

25 FIRST STREET, SUITE 303

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vitae Pharmaceuticals, Inc [ VTAE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2014

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/29/2014		C		1,099,743⁽¹⁾	A	⁽²⁾	1,099,743⁽¹⁾	I	See Footnote⁽³⁾
Common Stock	09/29/2014		C		37,072⁽⁴⁾	A	⁽²⁾	1,136,815⁽⁵⁾	I	See Footnote⁽³⁾
Common Stock	09/29/2014		P		37,500⁽⁶⁾	A	$8	1,174,315⁽⁷⁾	I	See Footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽²⁾	09/29/2014		C			1,099,743⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	1,099,743⁽¹⁾	$0.00	0	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽²⁾	09/29/2014		C			37,072⁽⁴⁾	⁽²⁾	⁽²⁾	Common Stock	37,072⁽⁴⁾	$0.00	0	I	See Footnote⁽³⁾

Explanation of Responses:

1. The reportable securities include 1,048,482 shares owned by Atlas Venture Fund VI, L.P. ("Atlas VI"), 32,063 shares owned by Atlas Venture Entrepreneurs' Fund VI, L.P. ("Atlas EVC") and 19,198 shares owned by Atlas Venture Fund VI GmbH & Co. KG ("Atlas GmbH").

2. Each share of Series B Preferred Stock and Series C Preferred Stock automatically converted on a 1:1 basis into the Issuer's common stock, immediately prior to the Issuer's initial public offering, for no additional consideration.

3. Dr. Barrett is a partner of Atlas Venture, and as such Dr. Barrett may be deemed to share voting and dispositive power with respect to all shares held by such entity. Dr. Barrett disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

4. The reportable securities include 35,345 shares owned by Atlas VI, 1,080 shares owned by Atlas EVC and 647 shares owned by Atlas GmbH.

5. The reportable securities include 1,083,827 shares owned by Atlas VI, 33,143 shares owned by Atlas EVC and 19,845 shares owned by Atlas GmbH.

6. The reportable securities include 35,753 shares owned by Atlas VI, 1,093 shares owned by Atlas EVC and 654 shares owned by Atlas GmbH.

7. The reportable securities include 1,119,580 shares owned by Atlas VI, 34,236 shares owned by Atlas EVC and 20,499 shares owned by Atlas GmbH.

Remarks:

	/s/ Peter Barrett	09/30/2014
	** 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 4 (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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