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^*

Satter Muneer A

(Last)

(First)

(Middle)

C/O VITAL THERAPIES, INC.

15010 AVENUE OF SCIENCE, SUITE 200

(Street)

SAN DIEGO

92128

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/16/2014

3. Issuer Name and Ticker or Trading Symbol
VITAL THERAPIES INC [ VTL ]

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

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

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	142,117	I	See Footnote⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,589,764	⁽²⁾	I	See Footnote⁽³⁾
Senior Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	3,550,638	⁽⁴⁾	I	See Footnote⁽⁵⁾
Common Stock Warrant (right to buy)	02/02/2012	02/10/2016	Common Stock	1,153	$191.69	I	See Footnote⁽⁶⁾
Common Stock Warrant (right to buy)	02/02/2012	11/20/2016	Common Stock	4,654	$147.91	I	See Footnote⁽⁷⁾
Common Stock Warrant (right to buy)	02/02/2012	09/25/2019	Common Stock	120,841	$92.99	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. Includes (a) 33,157 shares that are held by the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares and (b) 108,960 shares that are held by various other trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager and, in such capacity, has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of all shares included in clause (b) of this footnote 1, except to the extent of his pecuniary interest.

2. Each share of Convertible Preferred Stock is convertible at any time at the election of the Reporting Person and will automatically convert into one share of Common Stock immediately prior to the closing of the Registrant's initial public offering. There is no expiration date.

3. Includes (a) 1,838,106 shares that are held by the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares and (b) 751,658 shares that are held by various other trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager and, in such capacity, has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of all shares included in clause (b) of this footnote 3, except to the extent of his pecuniary interest.

4. Each share of Senior Convertible Preferred Stock is convertible at any time at the election of the Reporting Person and will automatically convert into one share of Common Stock immediately prior to the closing of the Registrant's initial public offering. There is no expiration date.

5. Includes (a) 2,155,615 shares that are held by the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares and (b) 1,395,023 shares that are held by various other trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager and, in such capacity, has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of all shares included in clause (b) of this footnote 5, except to the extent of his pecuniary interest.

6. Includes (a) warrants to acquire 578 shares of common stock that are held by the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares and (b) warrants to acquire 575 shares of common stock that are held by various trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager, and in such capacity, has the sole power to exercise such warrants and sole voting and dispositive power over all shares underlying such warrants. The Reporting Person disclaims beneficial ownership of all warrants and shares underlying such warrants included in clause (b) of this footnote 6, except to the extent of his pecuniary interest.

7. Includes (a) warrants to acquire 2,401 shares of common stock that are held by the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares and (b) warrants to acquire 2,253 shares of common stock that are held by various trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager, and in such capacity, has the sole power to exercise such warrants and sole voting and dispositive power over all shares underlying such warrants. The Reporting Person disclaims beneficial ownership of all warrants and shares underlying such warrants included in clause (b) of this footnote 7, except to the extent of his pecuniary interest.

8. Includes (a) warrants to acquire 59,309 shares of common stock that are held by the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares and (b) warrants to acquire 61,532 shares of common stock that are held by various trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager, and in such capacity, has the sole power to exercise such warrants and sole voting and dispositive power over all shares underlying such warrants. The Reporting Person disclaims beneficial ownership of all warrants and shares underlying such warrants included in clause (b) of this footnote 8, except to the extent of his pecuniary interest.

Remarks:

	/s/ Robert M. Hayward, P.C. by Power of Attorney	04/16/2014
	** 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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