Sec Form 4 Filing - Satter Muneer A @ VITAL THERAPIES INC - 2018-09-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Satter Muneer A
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)
(Last) (First) (Middle)
C/O VITAL THERAPIES, INC., 15010 AVENUE OF SCIENCE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
09/13/2018
(Street)
SAN DIEGO, CA92128
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/13/2018 S 3,890,000 ( 1 ) D $ 0.4964 ( 2 ) 7,492,277 I See Footnotes ( 3 )
Common Stock 09/14/2018 S 447,500 ( 4 ) D $ 0.3584 ( 5 ) 7,044,777 I See Footnotes ( 6 )
Common Stock 09/17/2018 S 7,044,777 ( 7 ) D $ 0.2916 ( 8 ) 0 I See Footnotes ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Satter Muneer A
C/O VITAL THERAPIES, INC.
15010 AVENUE OF SCIENCE, SUITE 200
SAN DIEGO, CA92128
X X
Signatures
/s/ Robert M. Hayward, P.C., by power of attorney 09/17/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The amount in Column 4 includes (a) 1,436,391 shares sold 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) 1,001,131 shares sold 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) 1,452,478 shares sold 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 (1), except to the extent of his pecuniary interest.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.41 to $0.598. 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 sold at each separate price range set forth in this footnote (2) to this Form 4.
( 3 )The amount in Column 5 includes (a) 2,766,539 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) 1,928,216 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) 2,797,522 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 amount in Column 4 includes (a) 165,240 shares sold 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) 115,169 shares sold 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)167,091 shares sold 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 (4), except to the extent of his pecuniary interest.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.34 to $0.40. 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 sold at each separate price range set forth in this footnote (5) to this Form 4.
( 6 )The amount in Column 5 includes (a) 2,601,299 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) 1,813,047 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) 2,630,431 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 (6), except to the extent of his pecuniary interest.
( 7 )The amount in Column 4 includes (a) 2,601,299 shares sold 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) 1,813,047 shares sold 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) 2,630,431 shares sold 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 (7), except to the extent of his pecuniary interest.
( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.24 to $0.3646. 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 sold at each separate price range set forth in this footnote (8) to this Form 4.
( 9 )All shares previously held by (a) the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee, (b) by various other trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager, and (c) Satter Medical Technology Partners, L.P. for which the Reporting Person had sole voting and dispositive power over all such shares, have been disposed of as of the date of the filing of this Form 4.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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