0001140361-18-036378.txt : 20180814
0001140361-18-036378.hdr.sgml : 20180814
20180814165022
ACCESSION NUMBER: 0001140361-18-036378
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180810
FILED AS OF DATE: 20180814
DATE AS OF CHANGE: 20180814
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PERELMAN RONALD O
CENTRAL INDEX KEY: 0001186472
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37524
FILM NUMBER: 181018469
MAIL ADDRESS:
STREET 1: 35 EAST 62ND STREET
CITY: NEW YORK
STATE: NY
ZIP: 10021
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: vTv Therapeutics Inc.
CENTRAL INDEX KEY: 0001641489
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 473916571
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4170 MENDENHALL OAKS PKWY
CITY: HIGH POINT
STATE: NC
ZIP: 27265
BUSINESS PHONE: 336-841-0300
MAIL ADDRESS:
STREET 1: 4170 MENDENHALL OAKS PKWY
CITY: HIGH POINT
STATE: NC
ZIP: 27265
FORMER COMPANY:
FORMER CONFORMED NAME: VTV Therapeutics Inc.
DATE OF NAME CHANGE: 20150506
4
1
form4.xml
FORM 4
X0306
4
2018-08-10
0001641489
vTv Therapeutics Inc.
VTVT
0001186472
PERELMAN RONALD O
C/O MACANDREWS & FORBES INCORPORATED
35 EAST 62ND STREET
NEW YORK
NY
10065
true
Class A common stock
2018-08-10
4
P
0
570777
4.38
A
4898771
I
See footnote
Call Option (right to buy)
4.38
2018-08-10
4
O
0
1
0
D
2017-12-05
2018-12-05
Class A common stock
570777
0
I
See footnote
Mr. 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 MacAndrews & Forbes Group LLC ("M&F Group"). M&F Group and MFV hold 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 vTv Therapeutics Inc. (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.
On December 5, 2017, 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 $4.38, which is equal to the average of the volume weighted-average prices of the Common Stock for the five last completed trading days 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 August 10, 2018, the Issuer exercised its right to have M&F Group purchase the final 570,777 shares of Common Stock for a total purchase price of $2,500,000 in cash.
/s/ Ronald O. Perelman
2018-08-14