SEC Form 4 · accession 0001140361-19-001287
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
Jan 16, 2019
Accepted (ET)
Jan 18, 2019 · 4:35 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 | Jan 16, 2019 | P | 815,217 | $1.84 | A | 14,048,002 | I | See footnote |
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)F2,F1 | $1.84 | Jan 16, 2019 | O | 1 | D | Dec 11, 2018 | Dec 11, 2019 | Class A common stock | 815,217 | 1 | I |
Explanation of responses
- F1The 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 MacAndrews & Forbes Group LLC ("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.
- F2On December 11, 2018, M&F Group entered into a letter agreement (the "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 (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 is limited to $10.0 million. On January 16, 2019, the Issuer exercised its right to have M&F Group purchase 815,217 shares of Common Stock for a total purchase price of $1,500,000 in cash.