Statement of Changes in Beneficial Ownership (4)
June 12 2017 - 4:07PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Satter Muneer A
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2. Issuer Name
and
Ticker or Trading Symbol
VITAL THERAPIES INC
[
VTL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O VITAL THERAPIES, INC., 15010 AVENUE OF SCIENCE, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/8/2017
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(Street)
SAN DIEGO, CA 92128
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/8/2017
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P
(1)
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10000
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A
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$3.0958
(2)
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10912277
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I
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See Footnotes
(3)
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Common Stock
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6/9/2017
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P
(1)
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10000
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A
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$3.1733
(4)
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10922277
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I
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See Footnotes
(3)
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Common Stock
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6/12/2017
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P
(1)
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10000
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A
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$3.0615
(5)
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10932277
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I
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See Footnotes
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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All shares were purchased by Satter Medical Technology Partners, L.P.
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(2)
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The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.975 to $3.275. The reporting person undertakes to provide Vital Therapies, Inc., any security holder of Vital Therapies, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price range set forth in this footnote (2) to this Form 4.
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(3)
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The amount in Column 5 includes (a) 4,202,930 shares that are held by the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares, (b) 2,929,347 shares that are held by various other trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager and, in such capacity, has sole voting and dispositive power over all such shares, and (c) the remaining balance of shares are held by Satter Medical Technology Partners, L.P. for which the Reporting Person has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of all shares included in clauses (b) and (c) of this footnote (3), except to the extent of his pecuniary interest.
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(4)
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The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.95 to $3.25. The reporting person undertakes to provide Vital Therapies, Inc., any security holder of Vital Therapies, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price range set forth in this footnote (4) to this Form 4.
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(5)
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The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.975 to $3.20. The reporting person undertakes to provide Vital Therapies, Inc., any security holder of Vital Therapies, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price range set forth in this footnote (5) to this Form 4.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Satter Muneer A
C/O VITAL THERAPIES, INC.
15010 AVENUE OF SCIENCE, SUITE 200
SAN DIEGO, CA 92128
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X
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X
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Signatures
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/s/ Robert M. Hayward, P.C., by power of attorney
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6/12/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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