vTv Therapeutics Inc.
|
(Name of Issuer)
|
Class A common stock, par value $0.01 per share
|
(Title of Class of Securities)
|
918385 105
|
(CUSIP Number)
|
212-572-8600
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
March 18, 2019
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 2 of 11
|
CUSIP No.
|
918385 105
|
1.
|
NAME OF REPORTING PERSON
|
|
|
||
The ROP Revocable Trust dated 1/9/2018
|
|
|
|||
|
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3.
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8.
|
SHARED VOTING POWER
|
|
|
||
47,448,617 (1)
|
|
|
|||
|
|
||||
9.
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10.
|
SHARED DISPOSITIVE POWER
|
|
|
||
47,448,617 (1)
|
|
|
|||
|
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
47,448,617 (1)
|
|
|
|||
|
|
||||
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
81.5% (2)
|
|
|
|||
|
|
||||
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above includes (i) 16,493,653 shares of Class A common stock, par value
$0.01 per share (“Class A Common Stock”), of the Issuer, (ii) 23,084,267 shares of Class A Common Stock issuable upon exchange of 23,084,267 shares of Class
B common stock, par value $0.01 per share (“Class B Common Stock”), of the Issuer and corresponding nonvoting common units (“vTv Units”) of vTv Therapeutics LLC, (iii) 1,057,455 shares of Class A Common Stock issuable to MacAndrews & Forbes Group LLC (“M&F Group”) upon exercise of Common Stock Purchase Warrants held by M&F Group (the “Warrants”), (iv) 1,358,697 shares of
Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to a commitment letter, dated December 11, 2018 (the “December Letter Agreement”)
and (v) 5,454,545 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to a commitment letter, dated March 18, 2019 (the “March
Letter Agreement”), that are beneficially owned by the “Reporting Persons” (as defined below). The Reporting Person disclaims any beneficial ownership of the shares of Class A Common Stock and Class B Common Stock,
except to the extent of such Reporting Person’s pecuniary interest therein. The number of shares reported above includes 49,713 shares of Class B Common Stock and corresponding vTv Units that may be deemed to be directly beneficially
owned by the Ronald O. Perelman Trust.
|
(2) |
The calculation assumes that there is a total of 58,220,881 shares of Class A Common Stock outstanding, which is the sum of (i) 27,255,963 shares of Class A Common Stock
outstanding, (ii) 23,094,221 shares of Class A Common Stock that are issuable in exchange for the 23,094,221 shares of Class B Common Stock and corresponding vTv Units outstanding, (iii) 1,057,455 shares of Class A Common Stock
issuable to M&F Group upon exercise of the Warrants, (iv) 1,358,697 shares of Class A Common Stock issuable to M&F Group pursuant to the December Letter Agreement and (v) 5,454,545 shares of Class A Common Stock issuable to
M&F Group pursuant to the March Letter Agreement, in each case, as of March 18, 2019. This total assumes the closing of the sale of 3,636,364 shares of Class A Common Stock by the Issuer to certain investors pursuant to a
Securities Purchase Agreement dated March 18, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 3 of 11
|
CUSIP No.
|
918385 105
|
1.
|
NAME OF REPORTING PERSON
|
|
|
||
MacAndrews & Forbes Incorporated
|
|
|
|||
|
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3.
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8.
|
SHARED VOTING POWER
|
|
|
||
46,743,183 (1)
|
|
|
|||
|
|
||||
9.
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10.
|
SHARED DISPOSITIVE POWER
|
|
|
||
46,743,183 (1)
|
|
|
|||
|
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
46,743,183 (1)
|
|
|
|||
|
|
||||
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
80.3% (2)
|
|
|
|||
|
|
||||
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above includes (i) 16,493,653 shares of Class A Common Stock, (ii)
22,378,833 shares of Class A Common Stock issuable upon exchange of 22,378,833 shares of Class B Common Stock and corresponding vTv Units, (iii) 1,057,455 shares of Class A Common Stock issuable to M&F Group upon exercise of the
Warrants, (iv) 1,358,697 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the December Letter Agreement and (v) 5,454,545 shares of Class A Common Stock issuable to M&F Group at
the option of M&F Group pursuant to the March Letter Agreement that are beneficially owned by the Reporting Persons. The Reporting Person disclaims any beneficial ownership of the shares of Class A Common Stock and Class B Common
Stock, except to the extent of such Reporting Person’s pecuniary interest therein.
|
(2) |
The calculation assumes that there is a total of 58,220,881 shares of Class A Common Stock outstanding, which is the sum of (i) 27,255,963 shares of Class A Common Stock
outstanding, (ii) 23,094,221 shares of Class A Common Stock that are issuable in exchange for the 23,094,221 shares of Class B Common Stock and corresponding vTv Units outstanding, (iii) 1,057,455 shares of Class A Common Stock
issuable to M&F Group upon exercise of the Warrants, (iv) 1,358,697 shares of Class A Common Stock issuable to M&F Group pursuant to the December Letter Agreement and (v) 5,454,545 shares of Class A Common Stock issuable to
M&F Group pursuant to the March Letter Agreement, in each case, as of March 18, 2019. This total assumes the closing of the sale of 3,636,364 shares of Class A Common Stock by the Issuer to certain investors pursuant to a
Securities Purchase Agreement dated March 18, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 4 of 11
|
CUSIP No.
|
918385 105
|
1.
|
NAME OF REPORTING PERSON
|
|
|
||
MacAndrews & Forbes LLC
|
|
|
|||
|
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3.
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8.
|
SHARED VOTING POWER
|
|
|
||
21,963,684 (1)
|
|
|
|||
|
|
||||
9.
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10.
|
SHARED DISPOSITIVE POWER
|
|
|
||
21,963,684 (1)
|
|
|
|||
|
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
21,963,684 (1)
|
|
|
|||
|
|
||||
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
37.7% (2)
|
|
|
|||
|
|
||||
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above includes (i) 14,092,987 shares of Class A Common Stock, (ii)
1,057,455 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants, (iii) 1,358,697 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the December
Letter Agreement and 5,454,545 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the March Letter Agreement.
|
(2)
|
The calculation assumes that there is a total of 58,220,881 shares of Class A Common Stock outstanding, which is the sum of (i) 27,255,963 shares of Class A Common Stock outstanding, (ii) 23,094,221 shares of Class
A Common Stock that are issuable in exchange for the 23,094,221 shares of Class B Common Stock and corresponding vTv Units outstanding, (iii) 1,057,455 shares of Class A Common Stock issuable to M&F Group upon exercise of the
Warrants, (iv) 1,358,697 shares of Class A Common Stock issuable to M&F Group pursuant to the December Letter Agreement and (v) 5,454,545 shares of Class A Common Stock issuable to M&F Group pursuant to the March Letter
Agreement, in each case, as of March 18, 2019. This total assumes the closing of the sale of 3,636,364 shares of Class A Common Stock by the Issuer to certain investors pursuant to a Securities Purchase Agreement dated March 18,
2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 5 of 11
|
CUSIP No.
|
918385 105
|
1.
|
NAME OF REPORTING PERSON
|
|
|
||
MacAndrews & Forbes Group LLC
|
|
|
|||
|
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3.
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8.
|
SHARED VOTING POWER
|
|
|
||
21,963,684 (1)
|
|
|
|||
|
|
||||
9.
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10.
|
SHARED DISPOSITIVE POWER
|
|
|
||
21,963,684 (1)
|
|
|
|||
|
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
21,963,684 (1)
|
|
|
|||
|
|
||||
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
37.7% (2)
|
|
|
|||
|
|
||||
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above includes (i) 14,092,987 shares of Class A Common Stock,
(ii) 1,057,455 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants, (iii) 1,358,697 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the
December Letter Agreement and (iv) 5,454,545 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the March Letter Agreement.
|
(2) |
The calculation assumes that there is a total of 58,220,881 shares of Class A Common Stock outstanding, which is the sum of (i) 27,255,963 shares of Class A Common Stock outstanding, (ii) 23,094,221 shares of Class A Common Stock
that are issuable in exchange for the 23,094,221 shares of Class B Common Stock and corresponding vTv Units outstanding, (iii) 1,057,455 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants,
(iv) 1,358,697 shares of Class A Common Stock issuable to M&F Group pursuant to the December Letter Agreement and (v) 5,454,545 shares of Class A Common Stock issuable to M&F Group pursuant to the March Letter
Agreement, in each case, as of March 18, 2019. This total assumes the closing of the sale of 3,636,364 shares of Class A Common Stock by the Issuer to certain investors pursuant to a Securities Purchase Agreement dated
March 18, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 6 of 11
|
CUSIP No.
|
918385 105
|
1.
|
NAME OF REPORTING PERSON
|
|
|
||
MFV Holdings One LLC
|
|
|
|||
|
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3.
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8.
|
SHARED VOTING POWER
|
|
|
||
24,779,499 (1)
|
|
|
|||
|
|
||||
9.
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10.
|
SHARED DISPOSITIVE POWER
|
|
|
||
24,779,499 (1)
|
|
|
|||
|
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
24,779,499 (1)
|
|
|
|||
|
|
||||
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
49.2% (2)
|
|
|
|||
|
|
||||
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above includes 22,378,833 shares of Class B Common Stock and
corresponding vTv Units, which are exchangeable for 22,378,833 shares of Class A Common Stock.
|
(2) |
The calculation assumes that there is a total of 50,350,184 shares of Class A Common Stock
outstanding, which is the sum of (i) 27,255,963 shares of Class A Common Stock outstanding and (ii) 23,094,221 shares of Class A Common Stock that are issuable in exchange for the 23,094,221 shares of Class B Common Stock
and corresponding vTv Units outstanding, in each case, as of March 18, 2019. This total assumes the closing of the sale of 3,636,364 shares of Class A Common Stock by the Issuer to certain investors pursuant to a Securities
Purchase Agreement dated March 18, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 7 of 11
|
CUSIP No.
|
918385 105
|
1.
|
NAME OF REPORTING PERSON
|
|
|
||
M&F TTP Holdings LLC
|
|
|
|||
|
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3.
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8.
|
SHARED VOTING POWER
|
|
|
||
22,378,833 (1)
|
|
|
|||
|
|
||||
9.
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10.
|
SHARED DISPOSITIVE POWER
|
|
|
||
22,378,833 (1)
|
|
|
|||
|
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
22,378,833 (1)
|
|
|
|||
|
|
||||
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.4% (2)
|
|
|
|||
|
|
||||
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above represents 22,378,833 shares of Class B Common Stock
and corresponding vTv Units, which are exchangeable for 22,378,833 shares of Class A Common Stock.
|
(2) |
The calculation assumes that there is a total of 50,350,184 shares of Class A Common Stock
outstanding, which is the sum of (i) 27,255,963 shares of Class A Common Stock outstanding and (ii) 23,094,221 shares of Class A Common Stock that are issuable in exchange for the 23,094,221 shares of Class B Common
Stock and corresponding vTv Units outstanding, in each case, as of March 18, 2019. This total assumes the closing of the sale of 3,636,364 shares of Class A Common Stock by the Issuer to certain investors pursuant to a
Securities Purchase Agreement dated March 18, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 8 of 11
|
CUSIP No.
|
918385 105
|
1.
|
NAME OF REPORTING PERSON
|
|
|
||
M&F TTP Holdings Two LLC
|
|
|
|||
|
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3.
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8.
|
SHARED VOTING POWER
|
|
|
||
22,378,833 (1)
|
|
|
|||
|
|
||||
9.
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10.
|
SHARED DISPOSITIVE POWER
|
|
|
||
22,378,833 (1)
|
|
|
|||
|
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
22,378,833 (1)
|
|
|
|||
|
|
||||
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.4% (2)
|
|
|
|||
|
|
||||
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above represents 22,378,833 shares of Class B
Common Stock and corresponding vTv Units, which are exchangeable for 22,378,833 shares of Class A Common Stock.
|
(2) |
The calculation assumes that there is a total of 50,350,184 shares of Class A
Common Stock outstanding, which is the sum of (i) 27,255,963 shares of Class A Common Stock outstanding and (ii) 23,094,221 shares of Class A Common Stock that are issuable in exchange for the 23,094,221
shares of Class B Common Stock and corresponding vTv Units outstanding, in each case, as of March 18, 2019. This total assumes the closing of the sale of 3,636,364 shares of Class A Common Stock by the
Issuer to certain investors pursuant to a Securities Purchase Agreement dated March 18, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 9 of 11
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interest in Securities of the Issuer
|
· |
47,448,617 shares of Class A Common Stock are beneficially owned by Mr. Perelman and the ROP Revocable Trust;
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 10 of 11
|
· |
46,743,183 shares of Class A Common Stock are beneficially owned by MacAndrews & Forbes;
|
· |
24,779,499 shares of Class A Common Stock are beneficially owned by MFV;
|
· |
22,378,833 shares of Class A Common Stock are beneficially owned by M&F TTP and M&F TTP Two; and
|
· |
21,963,684 shares of Class A Common Stock are beneficially owned by M&F LLC and M&F Group.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7. |
Material to be Filed as Exhibits
|
Letter Agreement, dated as of March 18, 2019, by and between vTv Therapeutics Inc. and MacAndrews & Forbes Group LLC.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 11 of 11
|
The ROP Revocable Trust dated 1/9/2018
|
||||
By:
|
/s/ Ronald O. Perelman
|
|||
|
Name:
|
Ronald O. Perelman
|
||
|
Title:
|
Trustee
|
MacAndrews & Forbes Incorporated
|
||||
By:
|
/s/ Shiri Ben-Yishai
|
|||
Name:
|
Shiri Ben-Yishai
|
|||
Title:
|
Deputy General Counsel |
MacAndrews & Forbes LLC
|
||||
By:
|
/s/ Shiri Ben-Yishai
|
|||
Name:
|
Shiri Ben-Yishai
|
|||
Title:
|
Senior Vice President and Secretary
|
MacAndrews & Forbes Group LLC
|
||||
By:
|
/s/ Shiri Ben-Yishai
|
|||
Name:
|
Shiri Ben-Yishai
|
|||
Title:
|
Senior Vice President and Secretary
|
MFV Holdings One LLC
|
||||
By:
|
/s/ Shiri Ben-Yishai
|
|||
Name:
|
Shiri Ben-Yishai
|
|||
Title:
|
Senior Vice President and Secretary
|
M&F TTP Holdings LLC
|
||||
By:
|
/s/ Shiri Ben-Yishai
|
|||
Name:
|
Shiri Ben-Yishai
|
|||
Title:
|
Senior Vice President and Secretary
|
M&F TTP Holdings Two LLC
|
||||
By:
|
/s/ Shiri Ben-Yishai
|
|||
Name:
|
Shiri Ben-Yishai
|
|||
Title:
|
Senior Vice President and Secretary
|