0001140361-18-045004.txt : 20181212 0001140361-18-045004.hdr.sgml : 20181212 20181212163101 ACCESSION NUMBER: 0001140361-18-045004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181211 FILED AS OF DATE: 20181212 DATE AS OF CHANGE: 20181212 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: 181231171 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 2018-12-11 0001641489 vTv Therapeutics Inc. VTVT 0001186472 PERELMAN RONALD O C/O MACANDREWS & FORBES INCORPORATED 35 EAST 62ND STREET NEW YORK NY 10065 true Call Option (right to buy) 1.84 2018-12-11 4 J 0 1 A 2018-12-11 2019-12-11 Class A common stock 5434782 1 I See footnote Common Stock Purchase Warrant 2.12 2018-12-11 4 J 0 1 A 2018-12-11 2025-12-11 Class A common stock 340534 1 I See footnote On 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. In 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. 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 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. /s/ Ronald O. Perelman 2018-12-12