Filing Details

Accession Number:
0001140361-20-028743
Form Type:
4
Zero Holdings:
No
Publication Time:
2020-12-17 17:02:21
Reporting Period:
2020-12-17
Accepted Time:
2020-12-17 17:02:21
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1641489 Vtv Therapeutics Inc. VTVT () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1186472 O Ronald Perelman C/o Macandrews & Forbes Incorporated
35 East 62Nd Street
New York NY 10065
No No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2020-12-17 625,000 $1.60 36,606,212 No 4 P Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Call Option (right to buy) Disposition 2020-12-17 1 $0.00 625,000 $1.60
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
1 2019-12-23 2020-12-23 No 4 O Indirect
Footnotes
  1. 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.
  2. On December 23, 2019, 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 Issuer's Class A common stock, par value $0.01 per share ("Common Stock"), at a per share price of $1.60. 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 December 17, 2020, the Issuer exercised its right to have M&F Group purchase 625,000 shares of Common Stock for a total purchase price of $1,000,000 in cash.