Filing Details
- Accession Number:
- 0001140361-18-044270
- Form Type:
- 13D Filing
- Publication Date:
- 2018-11-30 16:30:23
- Filed By:
- Macandrews & Forbes Inc.
- Company:
- Vtv Therapeutics Inc. (NASDAQ:VTVT)
- Filing Date:
- 2018-11-30
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
MacAndrews Forbes Group | 0 | 36,218,756 | 0 | 36,218,756 | 36,218,756 | 83.6% |
CUSIP No. | 918385 105 |
1 | NAMES OF REPORTING PERSONS | | | ||
MacAndrews & Forbes Incorporated | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | |||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
36,218,756 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
36,218,756 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
36,218,756 (1) | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
83.6% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
(1) | The information set forth in Item 5 is incorporated by reference. Includes (i) 12,417,568 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of the Issuer, (ii) 23,084,267 shares of Class A Common Stock issuable upon exchange of 23,084,267 shares of Class B common
stock, par value $0.01 per share (“Class B Common Stock”), of the Issuer and corresponding nonvoting common units (“vTv Units”) of vTv Therapeutics LLC and (iii) 716,921 shares of Class A Common Stock issuable to MacAndrews & Forbes Group LLC (“M&F Group”) upon exercise of Common Stock Purchase Warrants held by M&F Group (the “Warrants”)
that are beneficially owned by the “Reporting Persons” (as defined below). The Reporting Person disclaims any beneficial ownership of the shares
of Class A Common Stock and Class B Common Stock, except to the extent of such Reporting Person’s pecuniary interest therein. Includes 655,721 shares of Class B Common Stock and corresponding vTv Units that may be deemed to be
directly beneficially owned by Mr. Ronald O. Perelman and 49,713 shares of Class B Common Stock and corresponding vTv Units that may be deemed to be directly beneficially owned by the Ronald O. Perelman Trust. |
(2) | The calculation assumes that there is a total of 43,342,990 shares of Class A Common Stock outstanding, which is the sum of (i) 19,531,848 shares of Class A
Common Stock outstanding, (ii) 23,094,221 shares of Class A Common Stock that are issuable in exchange for the 23,094,221 shares of Class B Common Stock and corresponding vTv Units outstanding and (iii) 716,921 shares of Class A
Common Stock issuable to M&F Group upon exercise of the Warrants, in each case, as of November 29, 2018. |
CUSIP No. | 918385 105 |
1 | NAMES OF REPORTING PERSONS | | | ||
MacAndrews & Forbes LLC | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☐ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
10,733,823 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
10,733,823 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
10,733,823 (1) | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
24.8% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) | The information set forth in Item 5 is incorporated by reference. Includes (i) 10,016,902 shares of Class A Common Stock and (ii) 716,921 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants. |
(2) | The calculation assumes that there is a total of 43,342,990 shares of Class A Common Stock outstanding, which is the sum of (i) 19,531,848 shares of Class A Common Stock outstanding, (ii) 23,094,221 shares of Class A Common Stock that are issuable in exchange for the 23,094,221 shares of Class B Common Stock and corresponding vTv Units outstanding and (iii) 716,921 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants, in each case, as of November 29, 2018. |
CUSIP No. | 918385 105 |
1 | NAMES OF REPORTING PERSONS | | | ||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
MacAndrews & Forbes Group LLC | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☐ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
10,733,823 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
10,733,823 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
10,733,823 (1) | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
24.8% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) | The information set forth in Item 5 is incorporated by reference. Includes (i) 10,016,902 shares of Class A Common Stock and (ii) 716,921 shares of Class A
Common Stock issuable to M&F Group upon exercise of the Warrants. |
(2) | The calculation assumes that there is a total of 43,342,990 shares of Class A Common Stock outstanding, which is the sum of (i) 19,531,848 shares of Class A
Common Stock outstanding, (ii) 23,094,221 shares of Class A Common Stock that are issuable in exchange for the 23,094,221 shares of Class B Common Stock and corresponding vTv Units outstanding and (iii) 716,921 shares of Class A
Common Stock issuable to M&F Group upon exercise of the Warrants, in each case, as of November 29, 2018. |
CUSIP No. | 918385 105 |
1 | NAMES OF REPORTING PERSONS | | | ||
MFV Holdings One LLC | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☐ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
24,779,499 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
24,779,499 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
24,779,499 (1) | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
58.1% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) | The information set forth in Item 5 is incorporated by reference. Includes 22,378,833 shares of Class B Common Stock and corresponding vTv Units, which are
exchangeable for 22,378,833 shares of Class A Common Stock. |
(2) | The calculation assumes that there is a total of 42,626,069 shares of Class A Common Stock outstanding, which is the sum of (i) 19,531,848 shares of Class A
Common Stock outstanding and (ii) 23,094,221 shares of Class A Common Stock that are issuable in exchange for the 23,094,221 shares of Class B Common Stock and corresponding vTv Units outstanding, in each case, as of November 29,
2018. |
CUSIP No. | 918385 105 |
1 | NAMES OF REPORTING PERSONS | | | ||
M&F TTP Holdings LLC | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☐ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
22,378,833 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
22,378,833 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
22,378,833 (1) | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
52.5% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) | The information set forth in Item 5 is incorporated by reference. Represents 22,378,833 shares of Class B Common Stock and corresponding vTv Units, which are
exchangeable for 22,378,833 shares of Class A Common Stock. |
(2) | The calculation assumes that there is a total of 42,626,069 shares of Class A Common Stock outstanding, which is the sum of (i) 19,531,848 shares of Class A
Common Stock outstanding and (ii) 23,094,221 shares of Class A Common Stock that are issuable in exchange for the 23,094,221 shares of Class B Common Stock and corresponding vTv Units outstanding, in each case, as of November 29,
2018. |
CUSIP No. | 918385 105 |
1 | NAMES OF REPORTING PERSONS | | | ||
M&F TTP Holdings Two LLC | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☐ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
22,378,833 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
22,378,833 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
22,378,833 (1) | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
52.5% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) | The information set forth in Item 5 is incorporated by reference. Represents 22,378,833 shares of Class B Common Stock and corresponding vTv Units, which are exchangeable for 22,378,833 shares of Class A Common Stock. |
(2) | The calculation assumes that there is a total of 42,626,069 shares of Class A Common Stock outstanding, which is the sum of (i) 19,531,848 shares of Class A Common Stock outstanding and (ii) 23,094,221 shares of Class A Common Stock that are issuable in exchange for the 23,094,221 shares of Class B Common Stock and corresponding vTv Units outstanding, in each case, as of November 29, 2018. |
Joint Filing Agreement, dated November 30, 2018, between MacAndrews & Forbes Incorporated, MacAndrews & Forbes LLC, MacAndrews
& Forbes Group LLC, MFV Holdings One LLC, M&F TTP Holdings LLC and M&F TTP Holdings Two LLC. |
MacAndrews & Forbes Incorporated | |||||
By: | /s/ Shiri Ben-Yishai | ||||
Name: | Shiri Ben-Yishai | ||||
Title: | Senior Vice President and Secretary |
MacAndrews & Forbes LLC | ||||
By: | /s/ Shiri Ben-Yishai | |||
Name: | Shiri Ben-Yishai | |||
Title: | Senior Vice President and Secretary |
MacAndrews & Forbes Group LLC | ||||
By: | /s/ Shiri Ben-Yishai | |||
Name: | Shiri Ben-Yishai | |||
Title: | Senior Vice President and Secretary |
MFV Holdings One LLC | ||||
By: | /s/ Shiri Ben-Yishai | |||
Name: | Shiri Ben-Yishai | |||
Title: | Senior Vice President and Secretary |
M&F TTP Holdings LLC | ||||
By: | /s/ Shiri Ben-Yishai | |||
Name: | Shiri Ben-Yishai | |||
Title: | Senior Vice President and Secretary |
M&F TTP Holdings Two LLC | ||||
By: | /s/ Shiri Ben-Yishai | |||
Name: | Shiri Ben-Yishai | |||
Title: | Senior Vice President and Secretary |