Vitae Pharmaceuticals (VTAE) Form 4 Vitae Pharmaceuticals / DAVID SCHNELL ownership change

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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X

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^*

PROSPECT MANAGEMENT CO II LLC

(Last) (First) (Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET, SUITE 200

(Street)

PALO ALTO CA 94301

(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)
03/24/2015

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/24/2015		J(1)		900,383	D	$0	1,672,140	I	See Footnote(2)
Common Stock	03/24/2015		J(3)		20,357	A	$0	32,584(4)	I	See Footnote(5)
Common Stock	03/24/2015		J(6)		20,357	A	$0	28,237(7)	I	See Footnote(8)
Common Stock								395,799	I	See Footnote(9)
Common Stock								0(10)	I	See Footnote(11)
Common Stock								0(12)	I	See Footnote(13)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

PROSPECT MANAGEMENT CO II LLC

(Last) (First) (Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET, SUITE 200

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PROSPECT VENTURE PARTNERS II LP

(Last) (First) (Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET, SUITE 200

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PROSPECT VENTURE PARTNERS LP

(Last) (First) (Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET, SUITE 200

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PROSPECT MANAGEMENT CO LLC

(Last) (First) (Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET, SUITE 200

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HIRSCH RUSSELL C

(Last) (First) (Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET, SUITE 200

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHNELL DAVID

(Last) (First) (Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET, SUITE 200

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

Explanation of Responses:

1. Represents a pro rata distribution without additional consideration by Prospect Venture Partners II, L.P. ("PVP II").

2. The reportable securities are owned by PVP II. Prospect Management Co. II, L.L.C. ("PMC II") is the general partner of PVP II. Russell Hirsch ("Hirsch") and David Schnell ("Schnell") are the managing members of PMC II. Each of PMC II, Hirsch and Schnell disclaim 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.

3. Acquisition by The Hirsch Living Trust Dated 9/22/2000 ("Hirsch Trust") pursuant to a pro rata distribution without additional consideration by PVP II.

4. Includes 4,347 shares previously held through Prospect Venture Partner, L.P. ("PVP"), as Nominee and 7,880 shares previously held through PVP II, as Nominee that are now held directly by Hirsch Trust.

5. The reportable securities are owned directly by Hirsch Trust. Hirsch is a trustee of Hirsch Trust.

6. Acquisition by David Schnell, Trust 2000 U/L DTD May 26, 2000 ("Schnell Trust") pursuant to a pro rata distribution without additional consideration by PVP II.

7. Includes 7,880 shares previously held through PVP II, as Nominee that are now held directly by Schnell Trust.

8. The reportable securities are owned directly by Schnell Trust. Schnell is a trustee of Schnell Trust.

9. The reportable securities are owned by PVP. Prospect Management Co., L.L.C. ("PMC") is the general partner of PVP. Schnell is the managing member of PMC. Each of PMC and Schnell disclaim 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.

10. The shares previously reported as held by PVP, as Nominee are now being held directly in each of the Beneficial Owners' names.

11. The reportable securities are owned by PVP, as Nominee. PMC is the general partner of PVP. Schnell is the managing member of PMC. Each of PMC and Schnell disclaim 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.

12. The shares previously reported as held by PVP II, as Nominee are now being held directly in each of the Beneficial Owners' names.

13. The reportable securities are owned by PVP II, as Nominee. PMC II is the general partner of PVP II. Hirsch and Schnell are the managing members of PMC II. Each of PMC II, Hirsch and Schnell disclaim 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.

	/s/ David Schnell, Managing Member Prospect Management Company, L.L.C., the General Partner of Prospect Venture Partners, L.P.	03/26/2015
	/s/ David Schnell, Managing Member Prospect Management Company, L.L.C.	03/26/2015
	/s/ David Schnell, Managing Member Prospect Management Company II, L.L.C., the General Partner of Prospect Venture Partners II, L.P.	03/26/2015
	/s/ David Schnell, Managing Member Prospect Management Company II, L.L.C.	03/26/2015
	/s/ Russell Hirsch	03/26/2015
	/s/ David Schnell	03/26/2015
	** Signature of Reporting Person	Date
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