Satter Muneer A Form 4 VITAL THERAPIES / Muneer A Satter 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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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^*

Satter Muneer A

(Last) (First) (Middle)

C/O VITAL THERAPIES, INC.

15010 AVENUE OF SCIENCE, SUITE 200

(Street)

SAN DIEGO CA 92128

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VITAL THERAPIES INC [ VTL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2017

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	12/07/2017		P(1)		50,000	A	$4.7746(2)	11,182,277	I	See Footnotes(3)
Common Stock	12/08/2017		P(1)		50,000	A	$4.9237(4)	11,232,277	I	See Footnotes(3)
Common Stock	12/11/2017		P(1)		50,000	A	$4.9645(5)	11,282,277	I	See Footnotes(3)

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. All shares were purchased by Satter Medical Technology Partners, L.P.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.475 to $5.00. 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.

3. 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.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.775 to $5.05. 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.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.80 to $5.05. 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.

Remarks:

	/s/ Robert M. Hayward, P.C., by power of attorney	12/11/2017
	** 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).
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