FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hatfield Jeffrey S.
2. Issuer Name and Ticker or Trading Symbol

Vitae Pharmaceuticals, Inc [ VTAE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O VITAE PHARMACEUTICALS, INC., 502 WEST OFFICE CENTER DR.
3. Date of Earliest Transaction (MM/DD/YYYY)

10/24/2016
(Street)

FORT WASHINGTON, PA 19034
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/24/2016     U    244996   (1) D $21.00   244996   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $3.45   10/25/2016     D         26086   (2)     (3) 7/24/2017   Common Stock   26086   $17.55   0   D    
Employee Stock Option (Right to Buy)   $3.45   10/25/2016     D         30434   (2)     (4) 9/25/2017   Common Stock   30434   $17.55   0   D    
Employee Stock Option (Right to Buy)   $3.91   10/25/2016     D         6245   (2)     (5) 1/29/2018   Common Stock   6245   $17.09   0   D    
Employee Stock Option (Right to Buy)   $3.91   10/25/2016     D         20869   (2)     (6) 1/20/2019   Common Stock   20869   $17.09   0   D    
Employee Stock Option (Right to Buy)   $6.90   10/25/2016     D         10320   (2)     (7) 3/23/2020   Common Stock   10320   $14.10   0   D    
Employee Stock Option (Right to Buy)   $7.13   10/25/2016     D         134782   (2)     (8) 3/22/2021   Common Stock   134782   $13.87   0   D    
Employee Stock Option (Right to Buy)   $14.40   10/25/2016     D         50000   (2)     (9) 2/13/2025   Common Stock   50000   $6.60   0   D    
Employee Stock Option (Right to Buy)   $8.28   10/25/2016     D         50000   (2)     (10) 8/14/2025   Common Stock   50000   $12.72   0   D    
Employee Stock Option (Right to Buy)   $8.58   10/25/2016     D         60000   (2)     (11) 2/15/2026   Common Stock   60000   $12.42   0   D    
Employee Stock Option (Right to Buy)   $8.78   10/25/2016     D         60000   (2)     (12) 8/14/2026   Common Stock   60000   $12.22   0   D    

Explanation of Responses:
( 1)  Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated September 13, 2016, by and among the Issuer, Allergan Holdco US, Inc. ("Parent") and Augusta Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of Parent, Merger Sub made a cash tender offer (the "Offer") to purchase each outstanding share of the Company's Common Stock for $21.00 per share (the "Offer Price"), without any interest and subject to any tax withholding. These shares were tendered into the Offer and, after the expiration of the Offer at 12:00 midnight, New York City time, at the end of October 24, 2016, Merger Subsidiary accepted all of the tendered shares and the holder was entitled to receive the Offer Price per share.
( 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 stock option.
( 3)  This option, which represented the vested portion of a performance-based option granted on July 25, 2007, 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.
( 4)  This option is fully vested and 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 is fully vested and 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 is fully vested and 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 is fully vested and 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 represented the unvested portion of a performance-based option granted on July 25, 2007, 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.
( 9)  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.
( 10)  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.
( 11)  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.
( 12)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hatfield Jeffrey S.
C/O VITAE PHARMACEUTICALS, INC.
502 WEST OFFICE CENTER DR.
FORT WASHINGTON, PA 19034
X
Chief Executive Officer

Signatures
/s/ Jeffrey S. Hatfield 10/25/2016
** 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).
** 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 control number.
VITAE PHARMACEUTICALS, INC (NASDAQ:VTAE)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more VITAE PHARMACEUTICALS, INC Charts.
VITAE PHARMACEUTICALS, INC (NASDAQ:VTAE)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more VITAE PHARMACEUTICALS, INC Charts.