0000950170-24-078626.txt : 20240627
0000950170-24-078626.hdr.sgml : 20240627
20240627173907
ACCESSION NUMBER: 0000950170-24-078626
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240625
FILED AS OF DATE: 20240627
DATE AS OF CHANGE: 20240627
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAKER JULIAN
CENTRAL INDEX KEY: 0001087939
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37524
FILM NUMBER: 241080664
MAIL ADDRESS:
STREET 1: BAKER BROS. ADVISORS LP
STREET 2: 860 WASHINGTON STREET 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAKER FELIX
CENTRAL INDEX KEY: 0001087940
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37524
FILM NUMBER: 241080665
MAIL ADDRESS:
STREET 1: BAKER BROS. ADVISORS LP
STREET 2: 860 WASHINGTON STREET 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAKER BROS. ADVISORS LP
CENTRAL INDEX KEY: 0001263508
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37524
FILM NUMBER: 241080669
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 2123395600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
FORMER NAME:
FORMER CONFORMED NAME: BAKER BROS ADVISORS LLC
DATE OF NAME CHANGE: 20030911
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Baker Brothers Life Sciences LP
CENTRAL INDEX KEY: 0001363364
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37524
FILM NUMBER: 241080667
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 212-339-5600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 667, L.P.
CENTRAL INDEX KEY: 0001551139
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37524
FILM NUMBER: 241080668
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 212-339-5600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Baker Bros. Advisors (GP) LLC
CENTRAL INDEX KEY: 0001580575
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37524
FILM NUMBER: 241080666
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: (212)339-5600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: vTv Therapeutics Inc.
CENTRAL INDEX KEY: 0001641489
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 473916571
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3980 PREMIER DR
STREET 2: SUITE 310
CITY: HIGH POINT
STATE: NC
ZIP: 27265
BUSINESS PHONE: 336-841-0300
MAIL ADDRESS:
STREET 1: 3980 PREMIER DR
STREET 2: SUITE 310
CITY: HIGH POINT
STATE: NC
ZIP: 27265
FORMER COMPANY:
FORMER CONFORMED NAME: VTV Therapeutics Inc.
DATE OF NAME CHANGE: 20150506
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860 WASHINGTON STREET, 3RD FLOOR
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NEW YORK
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NEW YORK
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Non- Qualified Stock Option (right to buy)
17.22
2024-06-25
4
A
false
6000
0
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2034-06-25
Common Stock
6000
6000
I
See Footnotes
Non- Qualified Stock Option (right to buy)
17.22
2024-06-25
4
A
false
6000
0
A
2034-06-25
Common Stock
6000
6000
I
See Footnotes
Non- Qualified Stock Option (right to buy)
17.22
2024-06-25
4
A
false
983
0
A
2034-06-25
Common Stock
983
983
I
See Footnotes
Non- Qualified Stock Option (right to buy)
17.22
2024-06-25
4
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false
983
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2034-06-25
Common Stock
983
983
I
See Footnotes
Includes 6,000 non-qualified stock options ("Stock Options") exercisable solely into common stock ("Common Stock") of vTv Therapeutics Inc. (the "Issuer") granted by the Issuer to Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP (the "Adviser"), on June 25, 2024, in his capacity as a director of the Issuer, pursuant to the Issuer's 2024 Equity Incentive Plan (the "Incentive Plan"). The Stock Options have a strike price of $17.22 per share and vest in equal monthly installments over three years, subject to Dr. Cheong's continued service on the board of directors of the Issuer (the "Board") through the vesting date or an earlier change in control of the Issuer. The Stock Options expire on June 25, 2034.
Dr. Cheong serves on the Board as a representative of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates and control persons.
After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Stock Options reported in column 9 of Table II held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
The Adviser serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held for the benefit of the Funds.
Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
Pursuant to the policies of the Adviser, Dr. Cheong does not have a right to any of the Issuer's securities issued as compensation for his service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in such securities. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares of Common Stock, Stock Options and Common Stock issued upon exercise of Stock Options (i.e. no direct pecuniary interest) issued as compensation for such Board service.
Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Stock Options and any Common Stock received as a result of the exercise of Stock Options.
The acquisition of Stock Options reported on this form represents two grants to Dr. Cheong for 6,000 Stock Options and 983 Stock Options on Table II. These two grants for 6,000 Stock Options and 983 Stock Options for Dr. Cheong are reported for each of the Funds as each has an indirect pecuniary interest in such securities.
After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Stock Options reported in column 9 of Table II held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Includes 983 Stock Options granted by the Issuer to Dr. Cheong in his capacity as a director of the Issuer, pursuant to the Incentive Plan. The Stock Options have a strike price of $17.22 per share and vest on the first anniversary of the grant date, subject to Dr. Cheong's continued service on the Board through the vesting date or an earlier change in control of the Issuer. The Stock Options expire on June 25, 2034.
Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP is a director of vTv Therapeutics Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2024-06-27
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2024-06-27
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title: President /s/
2024-06-27
/s/ Felix J. Baker
2024-06-27
/s/ Julian C. Baker
2024-06-27
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2024-06-27