Page 3 of 8 – SEC Filing
SCHEDULE 13D
| CUSIP No. 92847R104 | Page 3 of 8 |
Item 1. Security and Issuer.
The class of equity security to which Schedule 13D relates is the common stock, par value $0.0001 per share (the Common
Stock), of Vital Therapies, Inc. (the Company). The principal executive offices of the Company are located at 15010 Avenue of Science, Suite 200, San Diego, CA 92128.
Item 2. Identity and Background.
(a) Muneer A. Satter (the Reporting Person).
(b) The address of the principal business office of the Reporting Person is c/o Satter Management Co., L.P., 676 N. Michigan Avenue, Suite
4000, Chicago IL, 60611.
(c) The Reporting Person is Founder and Managing Partner of Satter Medical Technology Partners, L.P.
(SMTP) or one of its affiliates, a private equity fund, and Chairman of Satter Investment Management LLC, a family office and private investment firm. The principal business of the Reporting Person is to make investments in both
private and public companies in the medical technology industry (broadly defined to include biotech, medical devices and healthcare services) on behalf of SMTP and various trusts and other entities affiliated with the Reporting Person.
(d)-(e) During the last five years, the Reporting Person (and any general partner or controlling member of the various trusts and other
entities affiliated with the Reporting Person) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Reporting Person (and any general partner or controlling member of
the various trusts and other entities affiliated with the Reporting Person) has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds.
On March 27, 2017, the Company closed a registered public offering of 8,750,000 shares of Common Stock, at a purchase price of $4.00 per
share. The Reporting Person acquired beneficial ownership of 3,750,000 shares of Common Stock in the offering for an aggregate purchase price of $15.0 million. The source of funds for the acquisition of shares in the offering was capital committed
by the partners of SMTP.
The Reporting Person has previously filed statements on Schedule 13G with respect to his ownership of Common
Stock. As a result of the purchase of shares in the Companys registered public offering, the Reporting Person acquired more than 2% of the Companys outstanding Common Stock during the past 12 months and, therefore, is no longer eligible
to report his ownership of Common Stock on Schedule 13G on an annual basis.
Item 4. Purpose of the Transaction.
The Reporting Person has acquired beneficial ownership of the Common Stock for investment purposes, and such acquisition has been made in the
Reporting Persons ordinary course of business.
In pursuing such investment purposes, the Reporting Person may further purchase,
hold, vote, trade, dispose of or otherwise deal in the Common Stock at such times, and in such manner, as he deems advisable to benefit from changes in the market prices of such Common Stock, changes in the Companys operations, business
strategy or prospects, or from a sale or merger of the Company or otherwise. To evaluate such alternatives, the Reporting Person will routinely monitor the Companys operations, prospects, business development, management, competitive and
strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity objectives and other investment considerations. Furthermore, in his capacity as a member of the Companys board
of directors and a significant shareholder, the Reporting Person will from time to time discuss various matters with management and other directors of the Company, other shareholders, industry analysts, existing or potential strategic partners or
competitors, investment and financing professionals, sources of credit and other investors.
