CUSIP No. 92847N103 |
13G |
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. )*
Vitae Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
92847N103
(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:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
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 the disclosures provided in a prior cover page.
The information required in 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. 92847N103 |
13G |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row 9 | |||||
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12. |
Type of Reporting Person | |||||
(1) Based on 18,418,196 shares of Common Stock outstanding as of December 31, 2014, per the Vitae Pharmaceuticals, Inc. Form S-1 (File No. 333-201389).
CUSIP No. 92847N103 |
13G |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row 9 | |||||
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12. |
Type of Reporting Person | |||||
(1) Based on 18,418,196 shares of Common Stock outstanding as of December 31, 2014, per the Vitae Pharmaceuticals, Inc. Form S-1 (File No. 333-201389).
CUSIP No. 92847N103 |
13G |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row 9 | |||||
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12. |
Type of Reporting Person | |||||
(1) Based on 18,418,196 shares of Common Stock outstanding as of December 31, 2014, per the Vitae Pharmaceuticals, Inc. Form S-1 (File No. 333-201389).
CUSIP No. 92847N103 |
13G |
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Item 1 (a). |
Name of Issuer:
Vitae Pharmaceuticals, Inc. | ||
Item 1 (b). |
Address of Issuers Principal Executive Offices:
502 West Office Center Drive Fort Washington, PA 19034 | ||
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Item 2 (a). |
Name of Person Filing: | ||
Item 2 (b). |
Address of Principal Business Office or, if none, Residence: | ||
Item 2 (c). |
Citizenship:
Boehringer Ingelheim R&D Beteiligungs GmbH Binger Strasse 173 55216 Ingelheim am Rhein Germany Citizenship: Germany
Theo Nieuwenhuis c/o Boehringer Ingelheim R&D Beteiligungs GmbH Binger Strasse 173 55216 Ingelheim am Rhein Germany Citizenship: The Netherlands
Michel Pairet c/o Boehringer Ingelheim R&D Beteiligungs GmbH Binger Strasse 173 55216 Ingelheim am Rhein Germany Citizenship: France
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Each of the foregoing is referred to as a Reporting Person and collectively as the Reporting Persons. | ||
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Item 2 (d). |
Title of Class of Securities:
Common Stock, par value $0.0001 per share | ||
Item 2 (e). |
CUSIP Number:
92847N103 | ||
CUSIP No. 92847N103 |
13G |
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Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||
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Not Applicable | |||
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Item 4. |
Ownership: | |||
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Theo Nieuwenhuis and Dr. Michel Pairet are the Managing Directors of Boehringer Ingelheim R&D Beteiligungs GmbH (BI R&D) and may be deemed to have shared voting and dispositive power over the shares owned by BI R&D. Such persons disclaim beneficial ownership over the shares owned by BI R&D except to the extent of any pecuniary interest therein. | ||||
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The information below is with respect to each Reporting Person: | |||
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(a) |
Amount beneficially owned:
1,086,956 | ||
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(b) |
Percent of class:
5.9% | ||
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote None | ||
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(ii) |
Shared power to vote or to direct the vote 1,086,956 | ||
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(iii) |
Sole power to dispose or to direct the disposition of None | ||
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(iv) |
Shared power to dispose or to direct the disposition of 1,086,956 | ||
CUSIP No. 92847N103 |
13G |
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Item 5. |
Ownership of Five Percent or Less of a Class: | ||
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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 5 percent of the class of securities, check the following [X].
In January 2015, Vitae Pharmaceuticals, Inc. issued an additional 3,450,000 shares of Common Sock in a public offering (File No. 333-201389), and the Reporting Persons are no longer the beneficial owners of more than 5% of the Common Stock as of the date hereof. | |||
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: | ||
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Not Applicable | ||
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: | ||
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Not Applicable | ||
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Item 8. |
Identification and Classification of Members of the Group: | ||
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Not Applicable. The Reporting Persons expressly disclaim membership in a group as used in Rule 13d-5(b)(1). | ||
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Item 9. |
Notice of Dissolution of Group: | ||
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Not Applicable | ||
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Item 10. |
Certifications: | ||
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Not Applicable | ||
CUSIP No. 92847N103 |
13G |
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Signature
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 16, 2015 |
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BOEHRINGER INGELHEIM R&D BETEILIGUNGS GMBH |
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/s/ Theo Nieuwenhuis |
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Name: Theo Nieuwenhuis |
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Title: Managing Director |
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/s/ Michel Pairet |
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Name: Michel Pairet |
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Title: Managing Director |
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/s/ Theo Nieuwenhuis |
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Theo Nieuwenhuis |
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/s/ Michel Pairet |
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Michel Pairet |
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Exhibit 1
Joint Filing Agreement
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of common stock of Vitae Pharmaceuticals, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
Dated: February 16, 2015 |
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BOEHRINGER INGELHEIM R&D BETEILIGUNGS GMBH |
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/s/ Theo Nieuwenhuis |
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Name: Theo Nieuwenhuis |
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Title: Managing Director |
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/s/ Michel Pairet |
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Name: Michel Pairet |
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Title: Managing Director |
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/s/ Theo Nieuwenhuis |
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Theo Nieuwenhuis |
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/s/ Michel Pairet |
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Michel Pairet |
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