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*
Gregg Richard
(Last) (First) (Middle)
C/O VITAE PHARMACEUTICALS, INC.
502 WEST OFFICE CENTER DR.
(Street)
FORT WASHINGTON PA 19034
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Science Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/25/2016
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)
Code V Amount (A) or (D) Price
Common Stock 10/25/2016 D(1) 228,274 D $21 228,274 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $7.13 10/25/2016 D 21,647(2) (3)(4) 03/22/2021 Common Stock 21,647 $17.09 0 D
Employee Stock Option (Right to Buy) $14.4 10/25/2016 D 14,306(2) (5) 02/13/2025 Common Stock 14,306 $6.6 0 D
Employee Stock Option (Right to Buy) $8.28 10/25/2016 D 21,250(2) (6) 08/14/2025 Common Stock 21,250 $12.72 0 D
Employee Stock Option (Right to Buy) $8.58 10/25/2016 D 32,750(2) (7) 02/15/2026 Common Stock 32,750 $12.42 0 D
Employee Stock Option (Right to Buy) $8.78 10/25/2016 D 16,500(2) (8) 08/14/2026 Common Stock 16,500 $12.22 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated September 13, 2016, by and among the Issuer, Allergan Holdco US, Inc. and Augusta Merger Sub, Inc., whereby, immediately prior to the effective time of the merger contemplated therein, all issued and outstanding shares of Issuer common stock were converted into the right to receive $21.00 per share in cash and, when so converted, automatically cancelled.
2. Pursuant to the Merger Agreement, each outstanding option to purchase shares of the Issuer's common stock, whether or not exercisable or vested, was cancelled and the holder thereof became entitled to receive an amount in cash determined by multiplying (A) the excess, if any, of $21.00 over the exercise price per share of the common stock underlying such stock option by (B) the number of shares of common stock subject to such option.
3. This option, which provided for vesting with respect to 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.
4. 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, was cancelled and the Reporting Person became entitled to receive an amount in cash per the terms of the Merger Agreement, as described in footnote (2) above.
5. This option, which provided for vesting with respect to 1/4 of the shares of stock which are subject to this option on February 13, 2016 (the "February 2016 Initial Vesting Date") and 1/48th of the shares of stock which are subject to this option monthly following the February 2016 Initial Vesting Date, was cancelled and the Reporting Person became entitled to receive an amount in cash per the terms of the Merger Agreement, as described in footnote (2) above.
6. This option, which provided for vesting with respect to 1/4 of the shares of stock which are subject to this option on August 14, 2016 (the "August 2016 Initial Vesting Date") and 1/48th of the shares of stock which are subject to this option monthly following the August 2016 Initial Vesting Date, was cancelled and the Reporting Person became entitled to receive an amount in cash per the terms of the Merger Agreement, as described in footnote (2) above.
7. This option, which provided for vesting with respect to 1/4 of the shares of stock which are subject to this option on February 15, 2017 (the "February 2017 Initial Vesting Date") and 1/48th of the shares of stock which are subject to this option monthly following the February 2017 Initial Vesting Date, was cancelled and the Reporting Person became entitled to receive an amount in cash per the terms of the Merger Agreement, as described in footnote (2) above.
8. This option, which provided for vesting with respect to 1/4 of the shares of stock which are subject to this option on August 15, 2017 (the "August 2017 Initial Vesting Date") and 1/48th of the shares of stock which are subject to this option monthly following the August 2017 Initial Vesting Date, was cancelled and the Reporting Person became entitled to receive an amount in cash per the terms of the Merger Agreement, as described in footnote (2) above.
/s/ Richard Gregg 10/25/2016
** Signature of Reporting Person Date
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