SEC FORM 4

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^*

VENROCK MANAGEMENT III LLC

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVE.

(Street)

PALO ALTO

94304

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

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/29/2014		C		48,333	A	⁽¹⁾	48,333	I	See Footnote⁽²⁾
Common Stock	09/29/2014		C		214,820	A	⁽¹⁾	214,820	I	See Footnote⁽³⁾
Common Stock	09/29/2014		C		5,367	A	⁽¹⁾	5,367	I	See Footnote⁽⁴⁾
Common Stock	09/29/2014		C		227,117	A	⁽⁵⁾	275,450	I	See Footnote⁽²⁾
Common Stock	09/29/2014		C		1,009,414	A	⁽⁵⁾	1,224,234	I	See Footnote⁽³⁾
Common Stock	09/29/2014		C		25,233	A	⁽⁵⁾	30,600	I	See Footnote⁽⁴⁾
Common Stock	09/29/2014		C		9,285	A	⁽⁵⁾	284,735	I	See Footnote⁽²⁾
Common Stock	09/29/2014		C		41,270	A	⁽⁵⁾	1,265,504	I	See Footnote⁽³⁾
Common Stock	09/29/2014		C		1,031	A	⁽⁵⁾	31,631	I	See Footnote⁽⁴⁾
Common Stock	09/29/2014		P		139,019	A	$8	423,754	I	See Footnote⁽²⁾
Common Stock	09/29/2014		P		617,868	A	$8	1,883,372	I	See Footnote⁽³⁾
Common Stock	09/29/2014		P		15,446	A	$8	47,077	I	See Footnote⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-2 Preferred Stock	⁽¹⁾	09/29/2014		C			32,086	⁽¹⁾	⁽¹⁾	Common Stock	48,333	$0.00	0	I	See Footnote⁽²⁾
Series A-2 Preferred Stock	⁽¹⁾	09/29/2014		C			142,607	⁽¹⁾	⁽¹⁾	Common Stock	214,820	$0.00	0	I	See Footnote⁽³⁾
Series A-2 Preferred Stock	⁽¹⁾	09/29/2014		C			3,563	⁽¹⁾	⁽¹⁾	Common Stock	5,367	$0.00	0	I	See Footnote⁽⁴⁾
Series B Preferred Stock	⁽⁵⁾	09/29/2014		C			227,117	⁽⁵⁾	⁽⁵⁾	Common Stock	227,117	$0.00	0	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽⁵⁾	09/29/2014		C			1,009,414	⁽⁵⁾	⁽⁵⁾	Common Stock	1,009,414	$0.00	0	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽⁵⁾	09/29/2014		C			25,233	⁽⁵⁾	⁽⁵⁾	Common Stock	25,233	$0.00	0	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽⁵⁾	09/29/2014		C			9,285	⁽⁵⁾	⁽⁵⁾	Common Stock	9,285	$0.00	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽⁵⁾	09/29/2014		C			41,270	⁽⁵⁾	⁽⁵⁾	Common Stock	41,270	$0.00	0	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽⁵⁾	09/29/2014		C			1,031	⁽⁵⁾	⁽⁵⁾	Common Stock	1,031	$0.00	0	I	See Footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

VENROCK MANAGEMENT III LLC

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVE.

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VENROCK ASSOCIATES III LP

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVE.

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VENROCK ASSOCIATES

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVE.

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VENROCK ENTREPRENEURS FUND III LP

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVE.

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VEF MANAGEMENT III LLC

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVE.

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each outstanding share of Series A-2 Preferred Stock automatically converted on a 1:1.50638118 basis into the Issuer's common stock, immediately prior to the Issuer's initial public offering, for no additional consideration.

2. The reportable securities are owned by Venrock Associates.

3. The reportable securities are owned by Venrock Associates III, L.P. ("VA III"). Venrock Management III, LLC ("VM III") is the general partner of VA III. VM III disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

4. The reportable securities are owned by Venrock Entrepreneurs Fund III, L.P. ("VEF III"). VEF Management III, LLC ("VEFM III") is the general partner of VEF III. VEFM III disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

5. Each share of Series B Preferred Stock and Series C Preferred Stock automatically converted on a 1:1 basis into the Issuer's common stock, immediately prior to the Issuer's initial public offering, for no additional consideration.

Remarks:

	/s/ David L. Stepp, Authorized Signatory Venrock Associates III, L.P.	09/30/2014
	/s/ David L. Stepp, Authorized Signatory Venrock Associates	09/30/2014
	/s/ David L. Stepp, Authorized Signatory Venrock Entrepreneurs Fund III, L.P.	09/30/2014
	/s/ David L. Stepp, Authorized Signatory Venrock Management III, LLC	09/30/2014
	/s/ David L. Stepp, Authorized Signatory VEF Management III, LLC	09/30/2014
	** 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 4 (b)(v).
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