Vitae Pharmaceuticals (VTAE) Form 4 Vitae Pharmaceuticals / SCOTT D SANDELL 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^*

SANDELL SCOTT D

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(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)
07/01/2015

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

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. 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	07/01/2015		J(1)		825,000	D	$0	1,786,564	I	See Note 2(2)
Common Stock	07/01/2015		J(3)		8,250	A	$0	8,250	I	See Note 4(4)
Common Stock	07/01/2015		J(5)		8,250	D	$0	0	I	See Note 4(4)
Common Stock	07/01/2015		J(6)		1,134	A	$0	1,134	I	See Note 7(7)
Common Stock	07/01/2015		J(8)		556	A	$0	556	I	See Note 9(9)

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

Explanation of Responses:

1. New Enterprise Associates 10, Limited Partnership ("NEA 10") made a pro rata distribution for no consideration of an aggregate of 825,000 shares of Common Stock of the Issuer to its general partner and its limited partners on July 1, 2015.

2. The Reporting Person is a general partner of NEA Partners 10, Limited Partnership ("NEA Partners 10"), which is the sole general partner of NEA 10, the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the shares of Common Stock of the Issuer held by NEA 10 in which the Reporting Person has no pecuniary interest.

3. NEA Partners 10 received 8,250 shares of Common Stock of the Issuer in the distribution by NEA 10 on July 1, 2015.

4. The Reporting Person is a general partner of NEA Partners 10 which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the shares of Common Stock of the Issuer held by NEA Partners 10 in which the Reporting Person has no pecuniary interest.

5. NEA Partners 10 made a pro rata distribution for no consideration of an aggregate of 8,250 shares of Common Stock of the Issuer to its limited partners on July 1, 2015.

6. New Enterprise Associates, LLC ("NEA LLC") received 1,134 shares of Common Stock of the Issuer in the distribution by NEA Partners 10 on July 1, 2015.

7. The Reporting Person is a member of the Board of Directors of NEA LLC, which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the shares of Common Stock of the Issuer held by NEA LLC in which the Reporting Person has no pecuniary interest.

8. The Sandell Family Trust, u/d/t 3/30/01, Scott D. Sandell and Jennifer Ayer Sandell, Trustees (the "Sandell Family Trust") received 556 shares of Common Stock of the Issuer in the distribution by NEA Partners 10 on July 1, 2015.

9. The shares are held directly by the Sandell Family Trust. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the shares of Common Stock of the Issuer held by the Sandell Family Trust in which the Reporting Person has no pecuniary interest.

	/s/ Louis Citron, attorney-in-fact	07/02/2015
	** Signature of Reporting Person	Date
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