Amended Statement of Beneficial Ownership (sc 13d/a)
18 September 2018 - 8:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Vital
Therapies, Inc.
(Name of issuer)
Common Stock,
par value $0.0001
(Title of class of securities)
92847R104
(CUSIP number)
Muneer A. Satter
c/o Satter Management Co., L.P.
676 N. Michigan Avenue, Suite 4000, Chicago, IL 60611
(312) 448-5500
COPY
TO:
Robert M. Hayward, P.C.
Kirkland & Ellis LLP
300 N. LaSalle St.
Chicago, Illinois 60654
(312) 862-2000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 13, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
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CUSIP No. 92847R104
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Page
2
of 5
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Explanatory Note
:
The Schedule 13D originally filed by the Reporting Person
with the Securities and Exchange Commission (SEC) on April 4, 2017, and as amended by Amendment No. 1 to Schedule 13D filed with the SEC on June 8, 2018 (collectively, Prior Filings), is hereby amended by
this Amendment No. 2 to Schedule 13D (Amendment). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Prior Filings.
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(1)
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Names of
reporting persons
Muneer A. Satter
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
PF; OO
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(5)
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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(6)
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Citizenship or place of
organization
United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
215,442 shares (see Item 5(a))
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(8)
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Shared voting power
0 shares
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(9)
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Sole dispositive power
215,442 shares (see Item 5(a))
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(10)
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Shared dispositive power
0 shares
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(11)
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Aggregate amount beneficially owned by each reporting person
215,442 shares (see Item 5(a))
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(12)
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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(13)
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Percent of class represented by amount
in Row (11)
0.51%
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(14)
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Type of reporting person (see
instructions)
IN
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SCHEDULE 13D
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CUSIP No. 92847R104
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Page
3
of 5
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Item 3. Source and Amount of Funds.
Item 3 of the Prior Filings is amended by adding the following paragraph:
Between September 13, 2018 and September 17, 2018, the Reporting Person sold an aggregate of 11,382,277 shares of Common Stock at a
weighted average price of $0.3642. These shares were sold in multiple transactions at prices ranging from $0.24 to $0.598.
Item 4. Purpose of the
Transaction.
Item 4 of the Prior Filings is hereby amended by adding the following paragraph:
On September 12, 2018, the Company announced that the topline results of its
VTL-308
clinical
study failed to achieve primary and secondary endpoints of improvement in survival, and, as a result, the Company announced that it will cease any further development of the ELAD System and explore strategic options. As such, the Reporting Person
decided to sell all of the Common Stock he beneficially owned (other than shares underlying warrants and stock options) pursuant to transactions under the Companys effective registration statement on
Form S-3
and in transactions exempt from the registration requirements of the Securities Act of 1933. The Reporting Person ceased to beneficially own more than five percent of the Common Stock outstanding
on September 17, 2018.
SCHEDULE 13D
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CUSIP No. 92847R104
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Page
4
of 5
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Item 5. Interest in Securities of the Issuer.
Paragraph (a) of Item 5 of the Prior Filings is hereby deleted and replaced as follows to reflect a decrease in the Reporting Persons
beneficial ownership of Common Stock:
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(a)
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Amount beneficially owned as of the date hereof
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The Reporting Person beneficially owns an aggregate of 215,442 shares of Common Stock. The shares of Common Stock beneficially owned by the
Reporting Person include (a) warrants to acquire 60,639 shares of Common Stock that are held by the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has the sole power to exercise such
warrants and sole voting and dispositive power over all shares underlying such warrants; (b) warrants to acquire 61,533 shares of Common Stock that are held by various trusts and other entities for which the Reporting Person serves as trustee,
investment advisor or manager, and in such capacity, has the sole power to exercise such warrants and sole voting and dispositive power over all shares underlying such warrants; and (c) stock options to purchase 93,270 shares of Common Stock
held by the Reporting Person. The Reporting Person also holds stock options to purchase 29,538 shares of Common Stock, which vest on the earlier of May 23, 2019 and the date immediately prior to the Issuers 2019 annual meeting of
stockholders.
Percent of class
:
In the aggregate, the Reporting Persons beneficially own 215,442 shares of Common Stock, or 0.51% of the total number of shares of Common Stock
outstanding. The Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock outstanding on September 17, 2018.
All percentages calculated in this Schedule 13D are based upon 42,369,394 shares outstanding as of July 31, 2018, as disclosed in the
Companys Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Date: September 18, 2018
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By:
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/s/ Muneer A. Satter
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Muneer A. Satter
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