CUSIP No.
918385 105
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SCHEDULE 13D
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Page 9 of
11
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This Amendment No. 21 (“
Amendment No. 21
”) 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 and as further amended by Amendment No. 20 to the statement on Schedule 13D, dated February
28, 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 4.
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Purpose of Transaction.
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The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the information below.
On March 18, 2019, M&F Group entered into a letter agreement (the “
March 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 March Letter Agreement (the “
Investment Period
”), Class A Common Stock at a per share price of $1.65. The March 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 March Letter Agreement is limited to $9.0
million.
The obligation of M&F Group to fund and the obligation of the Issuer to issue shares under the March Letter Agreement is subject to the execution of
mutually acceptable definitive documentation at the time of a request for funding.
The foregoing summary of the March Letter Agreement is not complete and is subject in its entirety to the March Letter Agreement itself, which is filed
as Exhibit 2 hereto and is incorporated herein by reference.
Item 5.
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Interest in Securities of the Issuer
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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, (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 pursuant to the December Letter Agreement and (iv) 5,454,545 shares of Class A Common Stock issuable to M&F
Group pursuant to the March Letter Agreement:
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·
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47,448,617 shares of Class A Common Stock are beneficially owned by Mr. Perelman and the ROP Revocable Trust;
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CUSIP No.
918385 105
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SCHEDULE 13D
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Page 10 of
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·
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46,743,183 shares of Class A Common Stock are beneficially owned by MacAndrews & Forbes;
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·
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24,779,499 shares of Class A Common Stock are beneficially owned by MFV;
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·
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22,378,833 shares of Class A Common Stock are beneficially owned by M&F TTP and M&F TTP Two; and
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·
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21,963,684 shares of Class A Common Stock are beneficially owned by M&F LLC and M&F Group.
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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 81.5% of the Class A Common
Stock, (ii) MacAndrews & Forbes represents approximately 80.3% of the Class A Common Stock, (iii) MFV represents approximately 49.2% of the Class A Common Stock, (iv) M&F TTP and M&F TTP Two represents approximately 44.4% of the
Class A Common Stock and (v) M&F LLC and M&F Group represents approximately 37.7% 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 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, 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
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. These totals assume 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.
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.
(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. 20 to this Schedule 13D.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the information below.
The responses set forth in Item 4 hereof are incorporated by reference in their entirety.
Item 7.
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Material to be Filed as Exhibits
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Letter Agreement, dated as of March 18, 2019, by and between vTv Therapeutics Inc. and MacAndrews & Forbes Group LLC.
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CUSIP No.
918385 105
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SCHEDULE 13D
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Page 11 of
11
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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: March 19, 2019
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The ROP Revocable Trust dated 1/9/2018
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By:
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/
s/ Ronald O. Perelman
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Name:
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Title:
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MacAndrews & Forbes Incorporated
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By:
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/s/ Shiri Ben-Yishai
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Name:
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Shiri Ben-Yishai
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Title:
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Deputy General Counsel
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MacAndrews & Forbes LLC
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By:
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/s/ Shiri Ben-Yishai
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Name:
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Shiri Ben-Yishai
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Title:
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Senior Vice President and Secretary
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MacAndrews & Forbes Group LLC
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By:
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/s/ Shiri Ben-Yishai
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Name:
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Shiri Ben-Yishai
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Title:
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Senior Vice President and Secretary
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MFV Holdings One LLC
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By:
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/s/ Shiri Ben-Yishai
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Name:
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Shiri Ben-Yishai
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Title:
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Senior Vice President and Secretary
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M&F TTP Holdings LLC
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By:
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/s/ Shiri Ben-Yishai
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Name:
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Shiri Ben-Yishai
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Title:
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Senior Vice President and Secretary
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M&F TTP Holdings Two LLC
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By:
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/s/ Shiri Ben-Yishai
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Name:
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Shiri Ben-Yishai
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Title:
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Senior Vice President and Secretary
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