Amended Statement of Beneficial Ownership (sc 13d/a)

Date : 09/27/2019 @ 8:26PM
Source : Edgar (US Regulatory)
Stock : vTv Therapeutics Inc (VTVT)
Quote : 1.56  0.01 (0.65%) @ 11:56PM
After Hours
Last Trade
Last $ 1.65 ▲ 0.09 (5.77%)

Amended Statement of Beneficial Ownership (sc 13d/a)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 29)*

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)

Steven M. Cohen
Executive Vice President, Chief Administrative Officer and General Counsel
MacAndrews & Forbes Incorporated
35 East 62nd Street
New York, NY 10065
212-572-8600

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
With copies to:
Lawrence G. Wee
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New  York, NY 10019-6064
(212) 373-3000

September 26, 2019
(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 §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐

*The remainder of this cover page shall be filled out for a reporting person’s 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.
 
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 (“Exchange 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).



CUSIP No.
918385 105
SCHEDULE 13D
Page 2 of 12

CUSIP No.
918385 105
1
NAMES OF REPORTING PERSONS
 
 
The ROP Revocable Trust dated 1/9/2018
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
54,898,924 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
54,898,924 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
54,898,924 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
83.9% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1)
The information set forth in Item 5 is incorporated by reference.  As described in Item 4, on September 26, 2019, M&F Group entered into a letter agreement (the “September Letter Agreement”), with the Issuer, for M&F Group’s commitment to purchase, at the Issuer’s option, exercisable on demand during a one-year period after the date of the September Letter Agreement, up to $10.0 million of Class A Common Stock at a per share price of $1.46. In consideration for the commitment of M&F Group under the September Letter Agreement, M&F received a warrant to purchase 400,990 shares of Class A Common Stock, exercisable at a price of $1.68. As described in Item 3, on September 27, 2019, M&F Group purchased 1,369,863 shares of Class A Common Stock from the Issuer pursuant to the terms of the September Letter Agreement. The number of shares reported above includes (i) 24,876,760 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) 1,458,445 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”) and (iv) 5,479,452 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the September 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 65,471,188 shares of Class A Common Stock outstanding, which is the sum of (i) 35,439,070 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) 1,458,445 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants and (iv) 5,479,452 shares of Class A Common Stock issuable to M&F Group pursuant to the September Letter Agreement, in each case, as of September 27, 2019.


CUSIP No.
918385 105
SCHEDULE 13D
Page 3 of 12

CUSIP No.
918385 105
1
NAMES OF REPORTING PERSONS
 
 
MacAndrews & Forbes Incorporated
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
54,193,490 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
54,193,490 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
54,193,490 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
82.8% (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) 24,876,760 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) 1,458,445 shares of Class A Common Stock issuable to M&F Group upon exercise of Warrants and (iv) 5,479,452 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the September 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 65,471,188 shares of Class A Common Stock outstanding, which is the sum of (i) 35,439,070 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) 1,458,445 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants and (iv) 5,479,452 shares of Class A Common Stock issuable to M&F Group pursuant to the September Letter Agreement, in each case, as of September 27, 2019.


CUSIP No.
918385 105
SCHEDULE 13D
Page 4 of 12

CUSIP No.
918385 105
1
NAMES OF REPORTING PERSONS
 
 
MacAndrews & Forbes LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
14,177,306 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
14,177,306 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
14,177,306 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
21.7% (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) 7,239,409 shares of Class A Common Stock and (ii) 1,458,445 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants.

(2)
The calculation assumes that there is a total of 65,471,188 shares of Class A Common Stock outstanding, which is the sum of (i) 35,439,070 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) 1,458,445 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants and (iv) 5,479,452 shares of Class A Common Stock issuable to M&F Group pursuant to the September Letter Agreement, in each case, as of September 27, 2019.


CUSIP No.
918385 105
SCHEDULE 13D
Page 5 of 12

CUSIP No.
918385 105
1
NAMES OF REPORTING PERSONS
 
 
MacAndrews & Forbes Group LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
14,177,306 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
14,177,306 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
14,177,306 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
21.7% (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) 7,239,409 shares of Class A Common Stock and (ii) 1,458,445 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants.

(2)
The calculation assumes that there is a total of 65,471,188 shares of Class A Common Stock outstanding, which is the sum of (i) 35,439,070 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) 1,458,445 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants and (iv) 5,479,452 shares of Class A Common Stock issuable to M&F Group pursuant to the September Letter Agreement, in each case, as of September 27, 2019.


CUSIP No.
918385 105
SCHEDULE 13D
Page 6 of 12

CUSIP No.
918385 105
1
NAMES OF REPORTING PERSONS
 
 
MFV Holdings One LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
40,016,185 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
40,016,185 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
40,016,185 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
68.4% (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 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 58,533,291 shares of Class A Common Stock outstanding, which is the sum of (i) 35,439,070 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 September 27, 2019. 


CUSIP No.
918385 105
SCHEDULE 13D
Page 7 of 12

CUSIP No.
918385 105
1
NAMES OF REPORTING PERSONS
 
 
M&F TTP Holdings LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
38.2% (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 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 58,533,291 shares of Class A Common Stock outstanding, which is the sum of (i) 35,439,070 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 September 27, 2019.


CUSIP No.
918385 105
SCHEDULE 13D
Page 8 of 12

CUSIP No.
918385 105
1
NAMES OF REPORTING PERSONS
 
 
M&F TTP Holdings Two LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
38.2% (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 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 58,533,291 shares of Class A Common Stock outstanding, which is the sum of (i) 35,439,070 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 September 27, 2019.


CUSIP No.
918385 105
SCHEDULE 13D
Page 9 of 12

This Amendment No. 29 (“Amendment No. 29”) amends and supplements the statement on Schedule 13D, dated August 14, 2015, as amended by Amendment No. 1 to the statement on Schedule 13D, dated August 28, 2015, as further amended by Amendment No. 2 to the statement on Schedule 13D, dated October 5, 2015, as further amended by Amendment No. 3 to the statement on Schedule 13D, dated April 6, 2016, as further amended by Amendment No. 4 to the statement on Schedule 13D, dated August 15, 2017, as further amended by Amendment No. 5 to the statement on Schedule 13D, dated December 7, 2017, as further amended by Amendment No. 6 to the statement on Schedule 13D, dated May 29, 2018, as further amended by Amendment No. 7 to the statement on Schedule 13D, dated June 20, 2018, as further amended by Amendment No. 8 to the statement on Schedule 13D, dated July 10, 2018, as further amended by Amendment No. 9 to the statement on Schedule 13D, dated August 1, 2018, as further amended by Amendment No. 10 to the statement on Schedule 13D, dated August 14, 2018, as further amended by Amendment No. 11 to the statement on Schedule 13D, dated September 10, 2018, as further amended by Amendment No. 12 to the statement on Schedule 13D, dated October 1, 2018, as further amended by Amendment No. 13 to the statement on Schedule 13D, dated November 6, 2018, as further amended by Amendment No. 14 to the statement on Schedule 13D, dated November 29, 2018, as further amended by Amendment No. 15 to the statement on Schedule 13D, dated December 12, 2018, as further amended by Amendment No. 16 to the statement on Schedule 13D, dated December 27, 2018, as further amended by Amendment No. 17 to the statement on Schedule 13D, dated January 18, 2019, as further amended by Amendment No. 18 to the statement on Schedule 13D, dated January 30, 2019, as further amended by Amendment No. 19 to the statement on Schedule 13D, dated February 15, 2019, as further amended by Amendment No. 20 to the statement on Schedule 13D, dated February 28, 2019, as further amended by Amendment No. 21 to the statement on Schedule 13D, dated March 19, 2019, as further amended by Amendment No. 22 to the statement on Schedule 13D, dated May 16, 2019, as further amended by Amendment No. 23 to the statement on Schedule 13D, dated June 26, 2019, as further amended by Amendment No. 24 to the statement on Schedule 13D, dated July 9, 2019, as further amended by Amendment No. 25 to the statement on Schedule 13D, dated August 6, 2019, as further amended by Amendment No. 26 to the statement on Schedule 13D, dated September 4, 2019, as further amended by Amendment No. 27 to the statement on Schedule 13D, dated September 11, 2019, and as further amended by Amendment No. 28 to the statement on Schedule 13D, dated September 18, 2019  (as so amended, the “Schedule 13D”), and is being filed with the Securities and Exchange Commission by The ROP Revocable Trust dated 1/9/2018, a New York trust (the “ROP Revocable Trust”), MacAndrews & Forbes Incorporated, a Delaware corporation (“MacAndrews & Forbes”), MacAndrews & Forbes LLC, a Delaware limited liability company (“M&F LLC”), MacAndrews & Forbes Group LLC, a Delaware limited liability company (“M&F Group”), MFV Holdings One LLC, a Delaware limited liability company (“MFV”), M&F TTP Holdings LLC, a Delaware limited liability company (“M&F TTP”), and M&F TTP Holdings Two LLC, a Delaware limited liability company (“M&F TTP Two”) (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”), relating to the shares of the Class A common stock, par value $0.01 per share (“Class A Common Stock”), of vTv Therapeutics Inc., a Delaware corporation (the “Issuer”).
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The information contained in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the information below.
 
On September 27, 2019, M&F Group purchased 1,369,863 shares of Class A Common Stock from the Issuer pursuant to the terms of the Letter Agreement (as described below).  The funds used for the purchase of 1,369,863 shares of the Class A Common Stock were derived from general working capital.  A total of $2,000,000 in cash was paid to acquire such shares.
 
Item 4.
Purpose of Transaction.
 
The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the information below.
 
On September 26, 2019, M&F Group entered into a letter agreement (the “Letter Agreement”), with the Issuer, for M&F Group’s commitment to purchase, at the Issuer’s option, exercisable on demand during a one-year period after the date of the Letter Agreement (the “Investment Period”), Class A Common Stock at a per share price of $1.46, which is equal to the closing price of the Class A Common Stock for the trading day preceding the date of the Letter Agreement.  The Letter Agreement also permits M&F Group to exercise an option to purchase Class A Common Stock at the same price up to three times during the Investment Period.  The aggregate amount of Class A Common Stock that may be purchased by M&F Group (whether at its or the Company’s option) pursuant to the Letter Agreement is limited to $10.0 million.
 

CUSIP No.
918385 105
SCHEDULE 13D
Page 10 of 12

In consideration for the commitment of M&F Group under the Letter Agreement, M&F received a warrant (the “Warrant”) to purchase 400,990 shares of Class A Common Stock, exercisable at a price of $1.68, which is 115% of the option price under the Letter Agreement.  The Warrant is exercisable until September 26, 2026.
 
The obligation of M&F Group to fund and the obligation of the Issuer to issue shares under the Letter Agreement is subject to the execution of mutually acceptable definitive documentation at the time of a request for funding.
 
The foregoing summaries of the Letter Agreement and the Warrant are not complete and are subject in their entirety to the Letter Agreement and the Warrant themselves, which are filed as Exhibits 1 and 2 hereto and are incorporated herein by reference.
 
Item 5.
Interest in Securities of the Issuer
 
The information contained in the first four paragraphs of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
(a) The ROP Revocable Trust directly or indirectly controls MacAndrews & Forbes, M&F LLC, M&F Group, MFV, M&F TTP and M&F TTP Two.  Including (i) the 23,084,267 shares of Class B Common Stock (which are exchangeable, together with a corresponding vTv Unit, for shares of Class A Common Stock on a one-to-one basis) outstanding and (ii) 1,458,445 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants:

 
54,898,924 shares of Class A Common Stock are beneficially owned by Mr. Perelman and the ROP Revocable Trust;
 
54,193,490 shares of Class A Common Stock are beneficially owned by MacAndrews & Forbes;
 
40,016,185 shares of Class A Common Stock are beneficially owned by MFV;
 
22,378,834 shares of Class A Common Stock are beneficially owned by M&F TTP and M&F TTP Two; and
 
14,177,306 shares of Class A Common Stock are beneficially owned by M&F LLC and M&F Group.

Each of the Reporting Persons disclaim 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.

Ronald O. Perelman, the sole trustee and sole beneficiary of the ROP Revocable Trust and the Director, Chairman and Chief Executive Officer of MacAndrews & Forbes, may be deemed to beneficially own all the shares of Class A Common Stock and Class B Common Stock beneficially owned by the ROP Revocable Trust, MacAndrews & Forbes, M&F LLC, M&F Group, MFV, M&F TTP and M&F TTP Two.  The number of shares reported as beneficially owned by the ROP Revocable Trust 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.  Mr. Perelman disclaims any beneficial ownership of the shares of Class A Common Stock and Class B Common Stock, except to the extent of their pecuniary interest therein.

The total Class A Common Stock beneficial ownership of (i) Mr. Perelman and the ROP Revocable Trust represents approximately 83.9% of the Class A Common Stock, (ii) MacAndrews & Forbes represents approximately 82.8% of the Class A Common Stock, (iii) MFV represents approximately 68.4% of the Class A Common Stock, (iv) M&F TTP and M&F TTP Two represents approximately 38.2% of the Class A Common Stock and (v) M&F LLC and M&F Group represents approximately 21.7% of the Class A Common Stock (assuming, in the case of MFV, M&F TTP and M&F TTP Two, that there is a total of 58,533,291 shares of Class A Common Stock outstanding, which is the sum of (i) 35,439,070 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 September 27, 2019, and, in the case of the beneficial ownership of Mr. Perelman, the ROP Revocable Trust, MacAndrews & Forbes, M&F LLC and M&F Group, that there is a total of 65,471,188 shares of Class A Common Stock outstanding, which is the sum of (i) 35,439,070 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) 1,458,445 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants and (iv) 5,479,452 shares of Class A Common Stock issuable to M&F Group pursuant to the September Letter Agreement , in each case, as of September 27, 2019.

The responses of each Reporting Person to Items 7 through 11 of the cover pages of this Schedule 13D relating to beneficial ownership of the shares of Class A Common Stock are incorporated herein by reference.


CUSIP No.
918385 105
SCHEDULE 13D
Page 11 of 12

(c) Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons since the filing of Amendment No. 28 to this Schedule 13D.
 
Item 7.
Material to be Filed as Exhibits
 
Letter Agreement, dated as of September 26, 2019, by and between vTv Therapeutics Inc. and MacAndrews & Forbes Group LLC.
Common Stock Purchase Warrant, dated as of September 26, 2019.


CUSIP No.
918385 105
SCHEDULE 13D
Page 12 of 12

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.
 
Date: September 27, 2019

 
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 and Corporate Secretary
 

 
MacAndrews & Forbes LLC
 
 
 
 
 
By:
 /s/ Shiri Ben-Yishai
 
 
 
Name:
Shiri Ben-Yishai
 
 
 
Title:
Senior Vice President and Corporate Secretary
 

 
MacAndrews & Forbes Group LLC
 
 
 
 
 
By:
 /s/ Shiri Ben-Yishai
 
 
 
Name:
Shiri Ben-Yishai
 
 
 
Title:
Senior Vice President and Corporate Secretary
 

 
MFV Holdings One LLC
 
 
 
 
 
By:
 /s/ Shiri Ben-Yishai
 
 
 
Name:
Shiri Ben-Yishai
 
 
 
Title:
Senior Vice President and Corporate Secretary
 

 
M&F TTP Holdings LLC
 
 
 
 
 
By:
 /s/ Shiri Ben-Yishai
 
 
 
Name:
Shiri Ben-Yishai
 
 
 
Title:
Senior Vice President and Corporate Secretary
 

 
M&F TTP Holdings Two LLC
 
 
 
 
 
By:
 /s/ Shiri Ben-Yishai
 
 
 
Name:
Shiri Ben-Yishai
 
 
 
Title:
Senior Vice President and Corporate Secretary
 



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