SEC Form 4 · accession 0000899243-15-006323
vTv Therapeutics Inc. · VTVT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul G Savas
Director
Period of report
Oct 5, 2015
Accepted (ET)
Oct 5, 2015 · 6:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001641489
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonvoting Common Units and Class B common stockF1,F2 | — | Oct 5, 2015 | J | 6,522 | A | — | — | Class A common stock | 6,522 | 6,522 | D |
Explanation of responses
- F1Shares of Class B common stock of the Issuer ("Class B Common Stock") have one vote per share but represent no economic interests and are issued in an equal amount to the number of Nonvoting Common Units of vTv Therapeutics LLC ("vTv Units") held.
- F2Pursuant to the terms of the Exchange Agreement, dated as of July 29, 2015 (the "Exchange Agreement"), by and among the Issuer, vTv Therapeutics LLC and M&F TTP Holdings LLC, as successor-in-interest to vTv Therapeutics Holdings LLC ("Holdings"), vTv Units, together with a corresponding number of shares of Class B Common Stock, may be exchanged for (i) Class A common stock of the Issuer ("Class A Common Stock"), which have one vote per share and represent economic interests, on a one-for-one basis or (ii) cash (based on the market price of the shares of Class A Common Stock), at the option of the Issuer. The exchange rights under the Exchange Agreement do not expire.
- F3Pursuant to a Plan of Liquidation and Dissolution of Holdings, dated as of October 5, 2015, Holdings, of which the reporting person is a member and the sole manager, made a pro rata liquidating distribution (the "Distribution") of all of the shares of Class B Common Stock and corresponding vTv Units that it held directly to its members, including the reporting person.