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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Stern Aron

(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)

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

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	1,250	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)
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	⁽¹⁾	⁽¹⁾	Common Stock	4,669	⁽¹⁾	D
Senior Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	379	⁽²⁾	D
Incentive Stock Option (right to buy)	⁽³⁾	04/01/2022	Common Stock	45,689	$0.4284	D
Incentive Stock Option (right to buy)	⁽⁴⁾	09/26/2022	Common Stock	9,999	$8	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	09/26/2022	Common Stock	86,669	$8	D
Common Stock Warrant (right to buy)	05/19/2011	09/25/2019	Common Stock	55	$92.99	D

Explanation of Responses:

1. 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.

2. 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.

3. This stock option was granted on April 1, 2012 and vests over four years. Subject to the optionee continuing to provide services, one forty-eighth of the shares subject to the option vest and become exercisable one month after the vesting commencement date of February 8, 2012, and an additional one forty-eighth of the shares vest and become exercisable at the end of each monthly period thereafter. The option is subject to an early exercise provision and is immediately exercisable.

4. This stock option was granted on September 26, 2012 and vests over four years. Subject to the optionee continuing to provide services, one forty-eighth of the shares subject to the option vest one month after the vesting commencement date of September 13, 2012, and an additional one forty-eighth of the shares vest at the end of each monthly period thereafter. The option is subject to an early exercise provision and is immediately exercisable.

Remarks:

Chief Administrative Officer, Secretary

	/s/ Michael V. Swanson, 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.