Statement of Changes in Beneficial Ownership (4)
December 23 2019 - 4:16PM
Edgar (US Regulatory)
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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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PERELMAN RONALD O |
2. Issuer Name and Ticker or Trading Symbol
vTv Therapeutics Inc.
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VTVT
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O MACANDREWS & FORBES INCORPORATED, 35 EAST 62ND STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/23/2019 |
(Street)
NEW YORK, NY 10065
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Call Option (right to buy) | $1.6 | 12/23/2019 | | J (1) | | 1 | | 12/23/2019 | 12/23/2020 | Class A common stock | 6250000 | (1) | 1 (1) | I | See footnote (2) |
Common Stock Purchase Warrant | $1.84 | 12/23/2019 | | J (3) | | 1 | | 12/23/2019 | 12/23/2026 | Class A common stock | 365472 | (3) | 1 (3) | I | See footnote (2) |
Explanation of Responses: |
(1) | On December 23, 2019, MacAndrews & Forbes Group LLC ("M&F Group") entered into a letter agreement (the "Letter Agreement"), with vTv Therapeutics Inc. (the "Issuer") for M&F Group's commitment to purchase, at the Issuer's option, exercisable on demand during a one-year period (the "Investment Period"), the Issuer's Class A common stock, par value $0.01 per share ("Common Stock"), at a per share price of $1.60. The Letter Agreement also permits M&F Group to exercise an option to purchase Common Stock at the same price up to three times during the Investment Period. The aggregate amount of Common Stock that may be purchased by M&F Group is limited to $10.0 million. |
(2) | The ROP Revocable Trust dated 1/9/2018 (the "ROP Revocable Trust"), of which Mr. Ronald O. Perelman is the sole trustee and sole beneficiary, is the sole stockholder of MacAndrews & Forbes Incorporated ("M&F Inc."), which is the parent of MFV Holdings One LLC ("MFV") and MacAndrews & Forbes LLC ("M&F LLC"), which is the parent of M&F Group. M&F Group and MFV hold the securities described above. Mr. Perelman, the ROP Revocable Trust, M&F Inc., M&F LLC, M&F Group and MFV may be deemed to be directors by deputization of vTv Therapeutics Inc. (the "Issuer") by virtue of their relationship with Steven M. Cohen and Paul G. Savas, directors of the Issuer, and certain rights of M&F TTP Holdings Two LLC, an indirect subsidiary of M&F Inc. ("M&F TTP"), pursuant to the Investor Rights Agreement, dated as of July 29, 2015, between the Issuer and M&F TTP, as successor in interest to vTv Therapeutics Holdings LLC. |
(3) | In consideration for the commitment of M&F Group under the Letter Agreement, the Issuer issued M&F Group a warrant (the "Warrant") to purchase 365,472 shares of Common Stock, exercisable at a price of $1.84, which is 115% of the option price under the Letter Agreement. The Warrant is exercisable until December 23, 2026. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
PERELMAN RONALD O C/O MACANDREWS & FORBES INCORPORATED 35 EAST 62ND STREET NEW YORK, NY 10065 |
| X |
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Signatures
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/s/ Ronald O. Perelman | | 12/23/2019 |
**Signature of Reporting Person | Date |
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