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IMMUNIC, INC. Director's Dealing 2019

Jan 14, 2019

10196_dirs_2019-01-14_3341d053-b6d7-4da9-a213-65d09e1e66ae.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VITAL THERAPIES INC (VTL)
CIK: 0001280776
Period of Report: 2019-01-11

Reporting Person: Cox Russell J. (Director, Chief Executive Officer)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2019-01-11 Stock Option (right to buy) $6.3 D 1588832 Disposed 2028-01-02 Common Stock (1588832.0) Direct
2019-01-11 Restricted Stock Units $ A 1854376 Acquired Common Stock (1854376.0) Direct

Footnotes

F1: Twenty five (25%) of the shares of common stock subject to the option vested on January 3, 2019, and thereafter, one forty-eighth (1/48th) of the shares of common stock subject to the option shall vest monthly, such that all of the shares of common stock subject to the option are vested by January 3, 2022, subject to the reporting person's continuing to be a Service Provider (as defined in the Amended & Restated 2017 Inducement Equity Incentive Plan (the "Plan)) through each vesting date; provided, that, the unvested portion of the option, if any, that would vest during the 12-month period following his termination date had he remained employed by the Issuer through such date shall vest in the event of a termination without cause following a Change in Control (as defined in the Plan).

F2: The option was cancelled by mutual agreement of the reporting person and Vital Therapies, Inc. The reporting person received a restricted stock unit award as reported in this Form 4 as consideration for this cancellation.

F3: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Vital Therapies, Inc. Common Stock.

F4: Subject to the reporting person continuing to be a Service Provider (as defined in the 2014 Equity Incentive Plan), twenty five percent (25%) of the RSUs vest annually after the vesting commencement date of January 11, 2019. One hundred percent (100%) of the unvested portion of the RSUs, if any, shall vest in the event of a Termination without Cause or Resignation for Good Reason (each as defined in the reporting person's Change of Control and Severance Agreement).