SEC Form 4 · accession 0001567619-15-001139
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
Aug 26, 2015
Accepted (ET)
Aug 28, 2015 · 4:41 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,F5 | — | Aug 26, 2015 | J | 1,344,186 | D | — | — | Class A common stock | 1,344,186 | 23,655,814 | I |
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, by and among the Issuer, vTv Therapeutics LLC and Holdings (the "Exchange Agreement"), 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.
- F3On August 26, 2015, vTvx Holdings I LLC ("vTvx I") and vTvx Holdings II LLC ("vTvx II"), which constitute all of the members of vTv Therapeutics Holdings LLC ("Holdings"), which holds directly the securities described above, in settlement of certain obligations of vTvx I and vTvx II to a former officer (the "Former Officer") of vTvx I and vTvx II under a letter agreement, dated December 30, 2014 (the "Former Officer Agreement"), among vTvx I, vTvx II, the Former Officer and entities related to the Former Officer, caused Holdings to transfer 1,344,186 shares of Class B Common Stock and 1,344,186 vTv Units to the Former Officer, pursuant to an agreement among vTvx I, vTvx II, the Former Officer and entities related to the Former Officer.
- F4Under the Former Officer Agreement, the Former Officer was entitled to a contingent distribution payable under certain circumstances. As a result of the contingent distribution payable, the Reporting Person did not have a pecuniary interest in the shares of Class B Common Stock and corresponding vTv Units being transferred to the Former Officer. In connection with this transfer, the Former Officer has entered into a lock-up agreement, with respect to shares of Class B Common Stock and vTv Units, on the same terms as the lock-up agreement entered into by the Reporting Person with the representatives of the underwriters in the initial public offering of the Issuer.
- F5Mr. Ronald O. Perelman is the sole stockholder of MacAndrews & Forbes Incorporated ("M&F Inc."), which is the parent of M&F TTP Holdings LLC ("M&F TTP"), which is the parent of vTvx I, which, together with vTvx II, an entity controlled by Mr. Perelman, are the only members of Holdings, which holds the securities described above. Mr. Perelman, M&F Inc., M&F TTP, vTvx I, vTvx II and Holdings 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 Holdings pursuant to the Investor Rights Agreement, dated as of July 29, 2015, between the Issuer and Holdings. Mr. Perelman's pecuniary interest in the securities held by Holdings is limited to his percentage interest in Holdings' interests in such securities.