0000950170-24-028107.txt : 20240307 0000950170-24-028107.hdr.sgml : 20240307 20240307165302 ACCESSION NUMBER: 0000950170-24-028107 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240305 FILED AS OF DATE: 20240307 DATE AS OF CHANGE: 20240307 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: 24730950 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: 24730951 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: 24730954 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: 24730952 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: 24730953 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: 24730949 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 4 1 ownership.xml 4 X0508 4 2024-03-05 false 0001641489 vTv Therapeutics Inc. VTVT 0001263508 BAKER BROS. ADVISORS LP 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 true false false false 0001551139 667, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 true false false false 0001363364 Baker Brothers Life Sciences LP 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 true false false false 0001087940 BAKER FELIX 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 true false false false 0001087939 BAKER JULIAN 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 true false false false 0001580575 Baker Bros. Advisors (GP) LLC 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 true false false false false Common Stock 2024-03-05 4 D false 4776 0 D 8060 I See Footnotes Common Stock 2024-03-05 4 D false 52881 0 D 89254 I See Footnotes Prefunded Warrants 0.01 2024-03-05 4 A false 4780 0 A Common Stock 4780 254948 I See Footnotes Prefunded Warrants 0.01 2024-03-05 4 A false 52925 0 A Common Stock 52925 2823061 I See Footnotes On March 5, 2024, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds") entered into an exchange agreement ("Exchange Agreement") with vTv Therapeutics Inc. (the "Issuer") pursuant to which the Issuer exchanged 4,776 and 52,881 shares of Class A common stock of the Issuer ("Common Stock"), respectively, for 4,780 and 52,925 warrants to purchase Common Stock at an exercise price of $0.01 per share with no expiration date ("Prefunded Warrants"), respectively. 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 Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by 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. Baker Bros. Advisors LP (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 directly by 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 directly by 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 directly by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by 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. 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 Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by 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. The Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock (the "Beneficial Ownership Limitation"). The Prefunded Warrants have no expiration date. By written notice to the Issuer, 667 and Life Sciences may increase or decrease the Beneficial Ownership Limitation applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP was appointed as a director on February 27, 2024 to 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 2024-03-07 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 2024-03-07 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/ 2024-03-07 /s/ Felix J. Baker 2024-03-07 /s/ Julian C. Baker 2024-03-07 By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2024-03-07