0001230245-16-000192.txt : 20160211
0001230245-16-000192.hdr.sgml : 20160211
20160211122404
ACCESSION NUMBER: 0001230245-16-000192
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20160211
DATE AS OF CHANGE: 20160211
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: vTv Therapeutics Inc.
CENTRAL INDEX KEY: 0001641489
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 473916571
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-88973
FILM NUMBER: 161409892
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: PIPER JAFFRAY COMPANIES
CENTRAL INDEX KEY: 0001230245
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 300168701
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 800 NICOLLET MALL, SUITE 1000
STREET 2: MAIL STOP J09S02
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55402
BUSINESS PHONE: (612) 303-6000
MAIL ADDRESS:
STREET 1: 800 NICOLLET MALL, SUITE 1000
STREET 2: MAIL STOP J09S02
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55402
SC 13G
1
vTvPJCo13g.txt
VTV13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. )*
vTv Therapeutics Inc.
------------------------------------------------------------------
(Name of Issuer)
Class A common stock, par value $0.01 per share
------------------------------------------------------------------
(Title of Class of Securities)
918385105
------------------------------------------------------------------
(CUSIP Number)
December 31, 2015
------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act, but shall
be subject to all other provisions of the Act (however, see
the Notes.)
CUSIP NO. 918385105 13G
1 Name of Reporting Person
Piper Jaffray & Co.
------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
------------------------------------------------------------------
3 SEC Use Only
------------------------------------------------------------------
4 Citizenship or Place of Organization
Delaware
------------------------------------------------------------------
Number of
5 Sole Voting Power
Shares 685,995 Shares
-----------------------------------------------
Beneficially
6 Shared Voting Power
Owned By 0 Shares
-----------------------------------------------
Each
7 Sole Dispositive Power
Reporting 685,995 Shares
-----------------------------------------------
Person
8 Shared Dispositive Power
With 0 Shares
------------------------------------------------------------------
9 Aggregate Amount Beneficially Owned by Each Reporting Person
685,995 Shares
------------------------------------------------------------------
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
------------------------------------------------------------------
11 Percent of Class Represented by Amount in Row (9)
7.5%
------------------------------------------------------------------
12 Type of Reporting Person
BD
------------------------------------------------------------------
CUSIP NO. 918385105 13G
1 Name of Reporting Person
Piper Jaffray Companies
------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
------------------------------------------------------------------
3 SEC Use Only
------------------------------------------------------------------
4 Citizenship or Place of Organization
Delaware
------------------------------------------------------------------
Number of
5 Sole Voting Power
Shares 0
-----------------------------------------------
Beneficially
6 Shared Voting Power
Owned By 685,995
-----------------------------------------------
Each
7 Sole Dispositive Power
Reporting 0
-----------------------------------------------
Person
8 Shared Dispositive Power
With 685,995
------------------------------------------------------------------
9 Aggregate Amount Beneficially Owned by Each Reporting Person
685,995 Shares
------------------------------------------------------------------
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
------------------------------------------------------------------
11 Percent of Class Represented by Amount in Row (9)
7.5%
------------------------------------------------------------------
12 Type of Reporting Person
HC
------------------------------------------------------------------
Item 1 (a) Name of Issuer: vTv Therapeutics Inc.
(b) Name of Issuer's Principal Executive Offices:
4170 Mendenhall Oaks Pkwy
High Point, NC 27265
Item 2 (a) Person Filing:
(i) Piper Jaffray & Co.
(ii) Piper Jaffray Companies
(b) Address:
Piper Jaffray & Co. and Piper Jaffray Companies:
800 Nicollet Mall Suite 800
Minneapolis, MN 55402
(c) Citizenship:
Piper Jaffray & Co. and Piper Jaffray Companies:
Delaware
(d) Title of Class of Securities:
Class A common stock, par value $0.01 per share
(e) CUSIP Number: 918385105
Item 3 If this statement is filed pursuant to sections
240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
(i) Piper Jaffray & Co. is a broker or dealer registered
under Section 15 of the Act (15 U.S.C. 78o);
(ii) Piper Jaffray Companies is a parent holding company
or control person in accordance with section
240.13d-1(b)(1)(ii)(G)
Item 4 Ownership
(a) Amount Beneficially Owned:
(i) Piper Jaffray & Co.: 685,995 Shares
(ii) Piper Jaffray Companies: 685,995 Shares
(b) Percent of Class
(i) Piper Jaffray & Co.: 7.5%
(ii) Piper Jaffray Companies: 7.5%
(c) Number of shares as to which reporting person has:
(1) Sole power to vote or direct vote:
(i) Piper Jaffray & Co.: 685,995
(ii) Piper Jaffray Companies: 0
(2) Shared power to vote or direct the vote:
(i) Piper Jaffray & Co.: 0
(ii) Piper Jaffray Companies: 685,995
(3) Sole power to dispose or to direct disposition of:
(i) Piper Jaffray & Co.: 685,995
(ii) Piper Jaffray Companies: 0
(4) Shared power to dispose or to direct the disposition of:
(i) Piper Jaffray & Co.: 0
(ii) Piper Jaffray Companies: 685,995
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on by the
Parent Holding Company:
Not Applicable
Item 8 Identification and Classification if Members of
the Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, each
of the persons filing this statement expressly disclaim the beneficial
ownership of the securities covered by this statement and the filing of
this report shall not be construed as an admission by such persons that
they are the beneficial owners of such securities.
SIGNATURE
The undersigned certify, after reasonable inquiry and to the best knowledge
and belief of the undersigned, that the information set forth in this
Statement is true, complete and correct. The undersigned agree to the
filing of this single Statement on Schedule 13G.
Piper Jaffray & Co.
Date: February 11, 2016 By: /s/ Ann C. McCague
Name: Ann C. McCague
Title: Chief Compliance Officer
Piper Jaffray Companies
Date: February 11, 2016 By: /s/ Timothy L. Carter
Name: Timothy L. Carter
Title: Treasurer
Exhibit 1
Joint Filing Agreement
WHEREAS, in accordance with Rule 13d-1(k)(1) under the Securities
and Exchange Act of 1934 (the Act), only one joint Statement and
any amendments thereto need to be filed whenever one or more persons
are required to file such a Statement or any amendments thereto
pursuant to Section 13(d) of the Act with respect to the same
securities,provided that said persons agree in writing that such
Statement or amendments thereto is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
Piper Jaffray & Co. and Piper Jaffray Companies, do hereby agree,
in accordance with Rule 13d-1(k)(1) under the Act, to file a
Statement on Schedule 13G relating to their ownership of the Class
A common stock, par value $0.01 in the Issuer, and do hereby further
agree that said Statement on Schedule 13G shall be filed on behalf of
each of them.
Piper Jaffray & Co.
Date: February 10, 2016 By: /s/ Ann C. McCague
Name: Ann C. McCague
Title: Chief Compliance Officer
Piper Jaffray Companies
Date: February 10, 2016 By: /s/ Timothy L. Carter
Name: Timothy L. Carter
Title: Treasurer