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Share Name | Share Symbol | Market | Type |
---|---|---|---|
vTv Therapeutics Inc | NASDAQ:VTVT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.08 | 0.31% | 25.98 | 25.68 | 25.99 | 26.52 | 24.61 | 25.80 | 4,256 | 20:01:51 |
vTv Therapeutics Inc.
|
(Name of Issuer)
|
Class A common stock, par value $0.01 per share
|
(Title of Class of Securities)
|
918385 105
|
(CUSIP Number)
|
212-572-8600
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
|
December 5, 2017
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No.
|
918385 105
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
MacAndrews & Forbes Incorporated
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK 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
|
|
|
||
28,131,305 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
28,131,305 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
28,131,305 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
79.7% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. Includes (i) 2,565,666 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, (iii) 198,267 shares of Class A Common Stock issuable to MacAndrews & Forbes Group LLC (“
M&F Group
”) upon exercise of a Common Stock Purchase Warrant held by M&F Group (the “
Warrant
”) and (iv) 2,283,105 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to a commitment letter, dated December 5, 2017 (the “
Letter Agreement
”), 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 35,293,872 shares of Class A Common Stock outstanding, which is the sum of (i) 9,693,254 shares of Class A Common Stock outstanding, (ii) 23,119,246 shares of Class A Common Stock that are issuable in exchange for the 23,119,246 shares of Class B Common Stock and corresponding vTv Units outstanding, (iii) 198,267 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrant and (iv) 2,283,105 shares of Class A Common Stock issuable to M&F Group pursuant to the Letter Agreement, in each case, as of November 1, 2017.
|
CUSIP No.
|
918385 105
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
MacAndrews & Forbes LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK 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
|
|
|
||
2,646,372 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,646,372 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,646,372 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.5% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. Includes (i) 165,000 shares of Class A common stock, (ii) 198,267 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrant and (iv) 2,283,105 shares of Class A Common Stock issuable to M&F Group pursuant to the Letter Agreement.
|
(2) |
The calculation assumes that there is a total of 35,293,872 shares of Class A Common Stock outstanding, which is the sum of (i) 9,693,254 shares of Class A Common Stock outstanding, (ii) 23,119,246 shares of Class A Common Stock that are issuable in exchange for the 23,119,246 shares of Class B Common Stock and corresponding vTv Units outstanding, (iii) 198,267 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrant and (iv) 2,283,105 shares of Class A Common Stock issuable to M&F Group pursuant to the Letter Agreement, in each case, as of November 1, 2017.
|
CUSIP No.
|
918385 105
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
MacAndrews & Forbes Group LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK 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
|
|
|
||
2,646,372 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,646,372 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,646,372 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.5% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. Includes (i) 165,000 shares of Class A common stock, (ii) 198,267 shares of Class A Common Stock issuable upon exercise of the Warrant and (iv) 2,283,105 shares of Class A Common Stock issuable pursuant to the Letter Agreement.
|
(2)
|
The calculation assumes that there is a total of 35,293,872 shares of Class A Common Stock outstanding, which is the sum of (i) 9,693,254 shares of Class A Common Stock outstanding, (ii) 23,119,246 shares of Class A Common Stock that are issuable in exchange for the 23,119,246 shares of Class B Common Stock and corresponding vTv Units outstanding, (iii) 198,267 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrant and (iv) 2,283,105 shares of Class A Common Stock issuable to M&F Group pursuant to the Letter Agreement, in each case, as of November 1, 2017.
|
CUSIP No.
|
918385 105
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
MFV Holdings One LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK 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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
75.5% (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 32,812,500 shares of Class A Common Stock outstanding, which is the sum of (i) 9,693,254 shares of Class A Common Stock outstanding and (ii) 23,119,246 shares of Class A Common Stock that are issuable in exchange for the 23,119,246 shares of Class B Common Stock and corresponding vTv Units outstanding, in each case, as of November 1, 2017.
|
CUSIP No.
|
918385 105
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
M&F TTP Holdings LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK 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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
68.2% (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 32,812,500 shares of Class A Common Stock outstanding, which is the sum of (i) 9,693,254 shares of Class A Common Stock outstanding and (ii) 23,119,246 shares of Class A Common Stock that are issuable in exchange for the 23,119,246 shares of Class B Common Stock and corresponding vTv Units outstanding, in each case, as of November 1, 2017.
|
CUSIP No.
|
918385 105
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
M&F TTP Holdings Two LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK 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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
68.2% (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 32,812,500 shares of Class A Common Stock outstanding, which is the sum of (i) 9,693,254 shares of Class A Common Stock outstanding and (ii) 23,119,246 shares of Class A Common Stock that are issuable in exchange for the 23,119,246 shares of Class B Common Stock and corresponding vTv Units outstanding, in each case, as of November 1, 2017.
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interest in Securities of the Issuer
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7. |
Material to be Filed as Exhibits
|
Joint Filing Agreement, dated August 15, 2017, 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.
|
|
Letter Agreement, dated as of December 5, 2017, by and between vTv Therapeutics Inc. and MacAndrews & Forbes Group LLC.
|
|
Common Stock Purchase Warrant, dated as of December 5, 2017.
|
|
MacAndrews & Forbes Incorporated
|
|
||
|
|
|
||
|
By:
|
/s/ Michael C. Borofsky
|
|
|
|
|
Name:
|
Michael C. Borofsky
|
|
|
|
Title:
|
Senior Vice President
|
|
|
MacAndrews & Forbes LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Michael C. Borofsky
|
|
|
|
|
Name:
|
Michael C. Borofsky
|
|
|
|
Title:
|
Senior Vice President
|
|
|
MacAndrews & Forbes Group LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Michael C. Borofsky
|
|
|
|
|
Name:
|
Michael C. Borofsky
|
|
|
|
Title:
|
Senior Vice President
|
|
|
MFV Holdings One LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Michael C. Borofsky
|
|
|
|
|
Name:
|
Michael C. Borofsky
|
|
|
|
Title:
|
Senior Vice President
|
|
|
M&F TTP Holdings LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Michael C. Borofsky
|
|
|
|
|
Name:
|
Michael C. Borofsky
|
|
|
|
Title:
|
Senior Vice President
|
|
|
M&F TTP Holdings Two LLC
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||
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By:
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/s/ Michael C. Borofsky
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Name:
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Michael C. Borofsky
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Title:
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Senior Vice President
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1 Year vTv Therapeutics Chart |
1 Month vTv Therapeutics Chart |
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