0001571049-15-001181.txt : 20150218 0001571049-15-001181.hdr.sgml : 20150216 20150217090419 ACCESSION NUMBER: 0001571049-15-001181 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: DAVID SCHNELL, M.D. GROUP MEMBERS: PROSPECT MANAGEMENT CO. II, L.L.C. GROUP MEMBERS: PROSPECT MANAGEMENT CO., L.L.C. GROUP MEMBERS: PROSPECT VENTURE PARTNERS, L.P. GROUP MEMBERS: RUSSELL C. HIRSCH, M.D., PH.D. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vitae Pharmaceuticals, Inc CENTRAL INDEX KEY: 0001157602 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88337 FILM NUMBER: 15618284 BUSINESS ADDRESS: STREET 1: 502 WEST OFFICE CENTER DR CITY: FORT WASHINGTON STATE: PA ZIP: 19034 BUSINESS PHONE: 215-461-2000 MAIL ADDRESS: STREET 1: 502 WEST OFFICE CENTER DR CITY: FORT WASHINGTON STATE: PA ZIP: 19034 FORMER COMPANY: FORMER CONFORMED NAME: Vitae Pharmaceuticals Inc DATE OF NAME CHANGE: 20050118 FORMER COMPANY: FORMER CONFORMED NAME: CONCURRENT PHARMACEUTICALS INC DATE OF NAME CHANGE: 20010815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROSPECT VENTURE PARTNERS II LP CENTRAL INDEX KEY: 0001135669 IRS NUMBER: 770565416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 435 TASSO ST STREET 2: STE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6503278800 MAIL ADDRESS: STREET 1: 435 TASSO STREET SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G 1 t81435_sc13g.htm SCHEDULE 13G

 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b)
AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. ___)*
 
Vitae Pharmaceuticals, Inc.
(Name of Issuer)
 
Common Stock, par value $0.0001
(Title of Class of Securities)
 
92847N 10 3
(CUSIP Number)
 
December 31, 2014
(Date of Event Which Requires Filing of This Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
     
  ☐
Rule 13d-1(b)
     
  ☐
Rule 13d-1(c)
     
  ☒
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 

 
CUSIP NO.  92847N 10 3
13 G
 
 
1
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Prospect Venture Partners II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a) ☐     (b) ☒ (1)
3
SEC USE ONLY 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0 shares
 
6
SHARED VOTING POWER
2,604,043 shares of Common Stock (2)
 
7
SOLE DISPOSITIVE POWER
0 shares
 
 
8
SHARED DISPOSITIVE POWER
2,604,043 shares of Common Stock (2)
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                           2,604,043 shares of Common Stock (2)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
14.4% (3)
12
TYPE OF REPORTING PERSON*
 
 
PN
 
(1)
This statement on Schedule 13G is filed by Prospect Venture Partners, L.P. (“PVP”), Prospect Venture Partners II, L.P. (“PVP II”), Prospect Management Co., L.L.C. (“PMC”), Prospect Management Co. II, L.L.C. (“PMC II”), David Schnell, M.D. (“Schnell”) and Russell C. Hirsch, M.D., Ph.D. (“Hirsch,” and together with PVP, PVP II, PMC, PMC II and Schnell, collectively, the “Prospect Entities”).  The Prospect Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
 
(2)
Includes (i) 2,572,523 shares of Common Stock held by PVP II and (ii) 31,520 shares of Common Stock held by PVP II as nominee.  PVP II disclaims beneficial ownership of any shares held as nominee.  PMC II serves as the sole general partner of PVP II and has voting and investment control over the shares owned by PVP II (including shares held as nominee) and may be deemed to own beneficially such shares held by PVP II; however, PMC II disclaims beneficial ownership of such shares of Common Stock held by PVP II except to the extent of its pecuniary interest therein.  PMC II owns no securities of the Issuer directly.  Messrs. Schnell and Hirsch are Managing Directors of PMC II and share voting and dispositive power over the shares held by PVP II (including shares held as nominee), and may be deemed to own beneficially such shares held by PVP II; however, Messrs. Schnell and Hirsch disclaim beneficial ownership of such shares of Common Stock held by PVP II as nominee except to the extent of their respective pecuniary interests therein.
 
(3)
This percentage is calculated based on 18,023,414 shares of the Common Stock outstanding (as of November 7, 2014) as disclosed in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014 as filed with the Securities and Exchange Commission (the “Commission”) on November 12, 2014.
 
2
 

 

 
CUSIP NO.  92847N 10 3
13 G
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Prospect Management Co. II, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a) ☐     (b) ☒ (1)
3
SEC USE ONLY 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0 shares
 
6
SHARED VOTING POWER
2,604,043 shares of Common Stock (2)
 
7
SOLE DISPOSITIVE POWER
0 shares
 
 
8
SHARED DISPOSITIVE POWER
2,604,043 shares of Common Stock (2)
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                           2,604,043 shares of Common Stock (2)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
14.4% (3)
12
TYPE OF REPORTING PERSON*
 
 
OO
 
(1)
This statement on Schedule 13G is filed by the Prospect Entities.  The Prospect Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
 
(2)
Includes (i) 2,572,523 shares of Common Stock held by PVP II and (ii) 31,520 shares of Common Stock held by PVP II as nominee.  PMC II serves as the sole general partner of PVP II and has voting and investment control over the shares owned by PVP II (including shares held as nominee) and may be deemed to own beneficially such shares held by PVP II; however, PMC II disclaims beneficial ownership of such shares of Common Stock held by PVP II except to the extent of its pecuniary interest therein.  PMC II owns no securities of the Issuer directly.  Messrs. Schnell and Hirsch are Managing Directors of PMC II and share voting and dispositive power over the shares held by PVP II (including shares held as nominee), and may be deemed to own beneficially such shares held by PVP II; however, Messrs. Schnell and Hirsch disclaim beneficial ownership of such shares of Common Stock held by PVP II except to the extent of their respective pecuniary interests therein.
 
(3)
This percentage is calculated based on 18,023,414 shares of the Common Stock outstanding (as of November 7, 2014) as disclosed in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014 as filed with the Commission on November 12, 2014.
 
3
 

 

 
CUSIP NO.  92847N 10 3
13 G
 
 
1
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Prospect Venture Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a) ☐     (b) ☒ (1)
3
SEC USE ONLY 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0 shares
 
6
SHARED VOTING POWER
427,319 shares of Common Stock (2)
 
7
SOLE DISPOSITIVE POWER
0 shares
 
 
8
SHARED DISPOSITIVE POWER
427,319 shares of Common Stock (2)
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                           427,319 shares of Common Stock (2)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
2.4% (3)
12
TYPE OF REPORTING PERSON*
 
 
PN
 
(1)
This statement on Schedule 13G is filed by the Prospect Entities.  The Prospect Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
 
(2)
Includes (i) 395,799 shares of Common Stock held by PVP, and (ii) 31,520 shares of Common Stock held by PVP as nominee.  PVP disclaims beneficial ownership of any shares held as nominee.  PMC serves as the sole general partner of PVP and has voting and investment control over the shares owned by PVP (including shares held as nominee) and may be deemed to own beneficially such shares held by PVP; however, PMC disclaims beneficial ownership of such shares of Common Stock held by PVP except to the extent of its pecuniary interest therein.  PMC owns no securities of the Issuer directly.  Mr. Schnell is the Managing Director of PMC and has voting and dispositive power over the shares held by PVP (including shares held as nominee), and may be deemed to own beneficially such shares held by PVP; however, Mr. Schnell disclaims beneficial ownership of such shares of Common Stock held by PVP except to the extent of his pecuniary interest therein.
 
(3)
This percentage is calculated based on 18,023,414 shares of the Common Stock outstanding (as of November 7, 2014) as disclosed in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014 as filed with the Commission on November 12, 2014.
 
4
 

 

 
CUSIP NO.  92847N 10 3
13 G
 
 
1
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Prospect Management Co., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a) ☐     (b) ☒ (1)
3
SEC USE ONLY 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0 shares
 
6
SHARED VOTING POWER
427,319 shares of Common Stock (2)
 
7
SOLE DISPOSITIVE POWER
0 shares
 
 
8
SHARED DISPOSITIVE POWER
427,319 shares of Common Stock (2)
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                           427,319 shares of Common Stock (2)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
2.4% (3)
12
TYPE OF REPORTING PERSON*
 
 
OO
 
(1)
This statement on Schedule 13G is filed by the Prospect Entities.  The Prospect Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
 
(2)
Includes (i) 395,799 shares of Common Stock held by PVP, and (ii) 31,520 shares of Common Stock held by PVP as nominee.  PMC serves as the sole general partner of PVP and has voting and investment control over the shares owned by PVP (including shares held as nominee) and may be deemed to own beneficially such shares held by PVP; however, PMC disclaims beneficial ownership of such shares of Common Stock held by PVP except to the extent of its pecuniary interest therein.  PMC owns no securities of the Issuer directly.  Mr. Schnell is the Managing Director of PMC and has voting and dispositive power over the shares held by PVP (including shares held as nominee), and may be deemed to own beneficially such shares held by PVP; however, Mr. Schnell disclaims beneficial ownership of such shares of Common Stock held by PVP except to the extent of his pecuniary interest therein.
 
(3)
This percentage is calculated based on 18,023,414 shares of the Common Stock outstanding (as of November 7, 2014) as disclosed in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014 as filed with the Commission on November 12, 2014.
 
5
 

 

 
CUSIP NO.  92847N 10 3
13 G
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David Schnell, M.D.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a) ☐     (b) ☒ (1)
3
SEC USE ONLY 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0 shares
 
6
SHARED VOTING POWER
3,031,362 shares of Common Stock (2)
 
7
SOLE DISPOSITIVE POWER
0 shares
 
 
8
SHARED DISPOSITIVE POWER
3,031,362 shares of Common Stock (2)
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                           3,031,362 shares of Common Stock (2)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
16.8% (3)
12
TYPE OF REPORTING PERSON*
 
 
IN
 
(1)
This statement on Schedule 13G is filed by the Prospect Entities.  The Prospect Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
 
(2)
Includes (i) 2,572,523 shares of Common Stock held by PVP II, (ii) 31,520 shares of Common Stock held by PVP II as Nominee, (iii) 395,799 shares of Common Stock held by PVP, and (iv) 31,520 shares of Common Stock held by PVP as nominee.  PMC serves as the sole general partner of PVP and has voting and investment control over the shares owned by PVP (including shares held as nominee) and may be deemed to own beneficially such shares held by PVP; however, PMC disclaims beneficial ownership of such shares of Common Stock held by PVP except to the extent of its pecuniary interest therein.  PMC owns no securities of the Issuer directly.  Mr. Schnell is the Managing Director of PMC and has voting and dispositive power over the shares held by PVP (including shares held as nominee), and may be deemed to own beneficially such shares held by PVP; however, Mr. Schnell disclaims beneficial ownership of such shares of Common Stock held by PVP except to the extent of his pecuniary interest therein.  PMC II serves as the sole general partner of PVP II and has voting and investment control over the shares owned by PVP II (including shares held as nominee) and may be deemed to own beneficially such shares held by PVP II; however, PMC II disclaims beneficial ownership of such shares of Common Stock held by PVP II except to the extent of its pecuniary interest therein.  PMC II owns no securities of the Issuer directly.  Messrs. Schnell and Hirsch are Managing Directors of PMC II and share voting and dispositive power over the shares held by PVP II (including shares held as nominee), and may be deemed to own beneficially such shares held by PVP II; however, Messrs. Schnell and Hirsch disclaim beneficial ownership of such shares of Common Stock held by PVP II except to the extent of their respective pecuniary interests therein.
 
(3)
This percentage is calculated based on 18,023,414 shares of the Common Stock outstanding (as of November 7, 2014) as disclosed in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014 as filed with the Commission on November 12, 2014.
 
6
 

 


CUSIP NO.  92847N 10 3
13 G
 
 
1
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Russell C. Hirsch, M.D., Ph.D.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a) ☐     (b) ☒ (1)
3
SEC USE ONLY 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0 shares
 
6
SHARED VOTING POWER
2,604,043 shares of Common Stock (2)
 
7
SOLE DISPOSITIVE POWER
0 shares
 
 
8
SHARED DISPOSITIVE POWER
2,604,043 shares of Common Stock (2)
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                           2,604,043 shares of Common Stock (2)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
14.4% (3)
12
TYPE OF REPORTING PERSON*
 
 
IN
 
(1)
This statement on Schedule 13G is filed by the Prospect Entities.  The Prospect Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
 
(2)
Includes (i) 2,572,523 shares of Common Stock held by PVP II and (ii) 31,520 shares of Common Stock held by PVP II as nominee.  PMC II serves as the sole general partner of PVP II and has voting and investment control over the shares owned by PVP II (including shares held as nominee) and may be deemed to own beneficially such shares held by PVP II; however, PMC II disclaims beneficial ownership of such shares of Common Stock held by PVP II except to the extent of its pecuniary interest therein.  PMC II owns no securities of the Issuer directly.  Messrs. Schnell and Hirsch are Managing Directors of PMC II and share voting and dispositive power over the shares held by PVP II (including shares held as nominee), and may be deemed to own beneficially such shares held by PVP II; however, Messrs. Schnell and Hirsch disclaim beneficial ownership of such shares of Common Stock held by PVP II except to the extent of their respective pecuniary interests therein.
 
(3)
This percentage is calculated based on 18,023,414 shares of the Common Stock outstanding (as of November 7, 2014) as disclosed in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014 as filed with the Commission on November 12, 2014.
 
7
 

 

 
Introductory Note:  This statement on Schedule 13G is filed on behalf of PVP, PVP II, PMC and PMC II and Messrs. Schnell and Hirsch in respect of shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Vitae Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).
 
Item 1
  
 
(a)
Name of Issuer:
Vitae Pharmaceuticals, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices:
502 West Office Center Drive
 
Fort Washington, Pennsylvania  19034
 
Item 2
 
(a)
Name of Person(s) Filing:
 
Prospect Venture Partners, L.P. (“PVP”)
Prospect Venture Partners II, L.P. (“PVP II”)
Prospect Management Co., L.L.C. (“PMC”)
Prospect Management Co. II, L.L.C. (“PMC II”)
David Schnell, M.D. (“Schnell”)
Russell C. Hirsch, M.D., Ph.D. (“Hirsch”)
 
(b)
Address of Principal Business Office:
c/o Prospect Venture Partners
435 Tasso Street, Suite 200
Palo Alto, California  94301
 
(c)
Citizenship:
 
   Entities: PVP  -  Delaware
    PVP II - Delaware
    PMC -  Delaware
    PMC II - Delaware
 
 Individuals:
Schnell
-
United States of America
    Hirsch  - United States of America
            
(d)
Title of Class of Securities:
Common Stock, par value $0.0001 per share
 
(e)
 CUSIP Number:
92847N 10 3
 
Item 3
Not applicable.
 
8
 

 

 
Item 4
Ownership.
 
The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014:
Reporting Persons
  
Shares Held Directly
(1)
    
Sole Voting Power
(1)
    
Shared
Voting
Power
(1)
    
Sole
Dispositive Power
(1)
    
Shared Dispositive Power
(1)
    
Beneficial Ownership
(1)
    
Percentage
of Class
(1, 6)
  
                                                         
PVP (2)
     427,319       0       427,319       0       427,319       427,319       2.4 %
                                                         
PVP II (3)
     2,604,043       0       2,604,043       0       2,604,043       2,604,043       14.4 %
                                                         
PMC (4)
     0       0       427,319       0       427,319       427,319       2.4 %
                                                         
PMC II (5)
     0       0       2,604,043       0       2,604,043       2,604,043       14.4 %
                                                         
Schnell (4)(5)
     0       0       3,031,362       0       3,031,362       3,031,362       16.8 %
                                                         
Hirsch (5)
     0       0       2,604,043       0       2,604,043       2,604,043       14.4 %
 
 
(1)
Represents the number of shares of Common Stock currently underlying all Securities held by the Reporting Persons.
 
 
(2)
Includes (i) 395,799 shares of Common Stock held by PVP and (ii) 31,520 shares of Common Stock held by PVP as nominee.  PVP disclaims beneficial ownership of any shares held as nominee.
 
 
(3)
Includes (i) 2,572,523 shares of Common Stock held by PVP II and (ii) 31,520 shares of Common Stock held by PVP II as nominee.  PVP II disclaims beneficial ownership of any shares held as nominee.
 
 
(4)
PMC serves as the sole general partner of PVP and has voting and investment control over the shares owned by PVP (including shares held as nominee) and may be deemed to own beneficially such shares held by PVP; however, PMC disclaims beneficial ownership of such shares of Common Stock held by PVP except to the extent of its pecuniary interest therein.  PMC owns no securities of the Issuer directly.  Mr. Schnell is the Managing Director of PMC and has voting and dispositive power over the shares held by PVP (including shares held as nominee), and may be deemed to own beneficially such shares held by PVP; however, Mr. Schnell disclaims beneficial ownership of such shares of Common Stock held by PVP except to the extent of his pecuniary interest therein.
 
 
(5)
PMC II serves as the sole general partner of PVP II and has voting and investment control over the shares owned by PVP II (including shares held as nominee) and may be deemed to own beneficially such shares held by PVP II; however, PMC II disclaims beneficial ownership of such shares of Common Stock held by PVP II except to the extent of its pecuniary interest therein.  PMC II owns no securities of the Issuer directly.  Messrs. Schnell and Hirsch are Managing Directors of PMC II and share voting and dispositive power over the shares held by PVP II (including shares held as nominee), and may be deemed to own beneficially such shares held by PVP II; however, Messrs. Schnell and Hirsch disclaim beneficial ownership of such shares of Common Stock held by PVP II except to the extent of their respective pecuniary interests therein.
 
 
(6)
This percentage set forth on the cover sheets are calculated based on 18,023,414 shares of the Common Stock outstanding (as of November 7, 2014) as disclosed in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014 as filed with the Commission on November 12, 2014.

Item 5
Ownership of Five Percent or Less of a Class.
        
If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☐
 
Item 6
Ownership of More Than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.
 
 
Not applicable.
 
Item 8
Identification and Classification of Members of the Group.
 
 
Not applicable.
 
9
 

 

 
Item 9
Notice of Dissolution of Group.
 
 
Not applicable.
 
Item 10
 Certification.
 
 
Not applicable.
 
10
 

 

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: February 13, 2015
 
PROSPECT VENTURE PARTNERS, L.P.
     
By:           Prospect Management Co., L.L.C.  
Its:           General Partner  
     
 
          /s/ David Schnell
  
David Schnell, M.D.
  
Managing Director
  
   
PROSPECT MANAGEMENT CO., L.L.C.
  
   
 
          /s/ David Schnell
  
David Schnell, M.D.
  
Managing Director
  
   
PROSPECT VENTURE PARTNERS II, L.P.
  
   
By:           Prospect Management Co. II, L.L.C.  
Its:           General Partner  
   
 
          /s/ Russell C. Hirsch                   
  
Russell C. Hirsch, M.D., Ph.D.
  
Managing Director
  
   
PROSPECT MANAGEMENT CO. II, L.L.C.
  
   
 
          /s/ Russell C. Hirsch
  
Russell C. Hirsch, M.D., Ph.D.
  
Managing Director
  
   
 
          /s/ David Schnell
  
David Schnell, M.D.
  
   
            /s/ Russell C. Hirsch  
Russell C. Hirsch, M.D., Ph.D.
  
 
Exhibit(s): A - Joint Filing Statement
 
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EXHIBIT A
 
JOINT FILING STATEMENT
 
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Vitae Pharmaceuticals, Inc. is filed on behalf of each of us.
 
Dated: February 13, 2015
 
PROSPECT VENTURE PARTNERS, L.P.
     
By:           Prospect Management Co., L.L.C.  
Its:           General Partner  
     
 
         /s/ David Schnell
  
David Schnell, M.D.
  
Managing Director
  
   
PROSPECT MANAGEMENT CO., L.L.C.
  
   
 
          /s/ David Schnell
  
David Schnell, M.D.
  
Managing Director
  
   
PROSPECT VENTURE PARTNERS II, L.P.
  
   
By:           Prospect Management Co. II, L.L.C.  
Its:           General Partner  
   
 
          /s/ Russell C. Hirsch                   
  
Russell C. Hirsch, M.D., Ph.D.
  
Managing Director
  
   
PROSPECT MANAGEMENT CO. II, L.L.C.
  
   
 
          /s/ Russell C. Hirsch
  
Russell C. Hirsch, M.D., Ph.D.
  
Managing Director
  
   
 
          /s/ David Schnell
  
David Schnell, M.D.
  
   
            /s/ Russell C. Hirsch  
Russell C. Hirsch, M.D., Ph.D.
  
 
12