SEC Form 4 · accession 0001140361-18-045004
vTv Therapeutics Inc. · VTVT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald O Perelman
10% Owner
Period of report
Dec 11, 2018
Accepted (ET)
Dec 12, 2018 · 4:31 pm EST
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Option (right to buy)F1,F3 | $1.84 | Dec 11, 2018 | J | 1 | A | Dec 11, 2018 | Dec 11, 2019 | Class A common stock | 5,434,782 | 1 | I |
| Common Stock Purchase WarrantF2,F3 | $2.12 | Dec 11, 2018 | J | 1 | A | Dec 11, 2018 | Dec 11, 2025 | Class A common stock | 340,534 | 1 | I |
Explanation of responses
- F1On December 11, 2018, 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 after the date of the Letter Agreement (the "Investment Period"), the Company's Class A common stock, par value $0.01 per share ("Common Stock") at a per share price of $1.84, which is equal to the closing price of the 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 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 (whether at its or the Issuer's option) pursuant to the Letter Agreement is limited to $10.0 million.
- F2In consideration for the commitment of M&F Group under the Letter Agreement, the Issuer issued M&F Group a warrant (the "Warrant") to purchase 340,534 shares of Common Stock, exercisable at a price of $2.12, which is 115% of the option price under the Letter Agreement. The Warrant is exercisable until December 11, 2025.
- F3Mr. Ronald O. Perelman 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 holds the securities described above. Mr. Perelman, M&F Inc., M&F LLC, M&F Group and MFV may be deemed to be directors by deputization of the Issuer by virtue of their relationship with Steven M. Cohen, Paul M. Meister 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.