SEC Form 4 · accession 0001140361-16-056820
vTv Therapeutics Inc. · VTVT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul G Savas
Director
Period of report
Mar 3, 2016
Accepted (ET)
Mar 7, 2016 · 5:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001641489
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stockF1 | Mar 3, 2016 | P | 10,000 | $5.8584 | A | 30,000 | D | |
| Class A common stockF2 | Mar 7, 2016 | C | 6,522 | — | A | 36,522 | D | |
| Class A common stockF3 | Mar 7, 2016 | P | 5,000 | $5.739 | A | 41,522 | D |
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 stockF4,F2 | — | Mar 7, 2016 | C | 6,522 | D | — | — | Class A common stock | 6,522 | 0 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $5.63 to $5.90, inclusive. The reporting person undertakes to provide to vTv Therapeutics Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in footnotes 1 and 3 to this Form 4.
- 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"), Nonvoting Common Units of vTv Therapeutics LLC ("vTv Units"), together with a corresponding number of shares of Class B common stock of the Issuer ("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.
- F3The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $5.61 to $5.85, inclusive.
- F4Shares of 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 vTv Units held.