0001140361-19-001287.txt : 20190118 0001140361-19-001287.hdr.sgml : 20190118 20190118163553 ACCESSION NUMBER: 0001140361-19-001287 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190116 FILED AS OF DATE: 20190118 DATE AS OF CHANGE: 20190118 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: 19533546 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 2019-01-16 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 2019-01-16 4 P 0 815217 1.84 A 14048002 I See footnote Call Option (right to buy) 1.84 2019-01-16 4 O 0 1 0 D 2018-12-11 2019-12-11 Class A common stock 815217 1 I See footnote The 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. On 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. /s/ Ronald O. Perelman 2019-01-18