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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 | 25.47 | 30.00 | 26.52 | 24.61 | 25.80 | 4,922 | 21:02:01 |
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)
|
Steven M. Cohen
Executive Vice President, Chief Administrative Officer and General Counsel
MacAndrews & Forbes Incorporated
35 East 62nd Street
New York, NY 10065
212-572-8600
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With copies to:
Lawrence G. Wee Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064 (212) 373-3000 |
December 23, 2019
|
(Date of Event which Requires Filing of this Statement)
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
The ROP Revocable Trust dated 1/9/2018
|
|
|
|||
|
|
||||
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
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
61,514,396 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
61,514,396 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
61,514,396 (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)
|
|
|
||
85.3% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. As described in Item 4, on December 23, 2019, MacAndrews & Forbes Group LLC (“M&F Group”) entered into a letter agreement (the “December 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 after the date of the December Letter Agreement, up to $10.0 million of Class A
Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Issuer, at a per share price of $1.60. In consideration for the commitment of M&F Group under the December Letter Agreement, M&F Group received a
warrant to purchase 365,472 shares of Class A Common Stock, exercisable at a price of $1.84. The number of shares reported above includes (i) 30,356,212 shares of Class A common stock, (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)
1,823,917 shares of Class A Common Stock issuable to M&F Group upon exercise of Common Stock Purchase Warrants held by M&F Group (the “Warrants”) and (iv) 6,250,000 shares of Class A Common Stock issuable to M&F Group
at the option of M&F Group pursuant to the December Letter Agreement, that are beneficially owned by the “Reporting Person” (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. The number of shares reported above includes 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 72,086,660 shares of Class A Common Stock outstanding, which is the sum of (i) 40,918,522 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, (iii) 1,823,917 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants and (iv)
6,250,000 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the December Letter Agreement, in each case, as of December 23, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 3 of 12
|
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
|
|
|
||
60,808,962 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
60,808,962 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
60,808,962 (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)
|
|
|
||
84.4% (2) |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above includes (i) 30,356,212 shares of Class A Common Stock, (ii) 22,378,833 shares of Class A Common Stock issuable upon exchange of
22,378,833 shares of Class B Common Stock and corresponding vTv Units, (iii) 1,823,917 shares of Class A Common Stock issuable to M&F Group upon exercise of Warrants and (iv) 6,250,000 shares of Class A Common Stock issuable to
M&F Group at the option of M&F Group pursuant to the December Letter Agreement. 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.
|
(2) |
The calculation assumes that there is a total of 72,086,660 shares of Class A Common Stock outstanding, which is the sum of (i) 40,918,522 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, (iii) 1,823,917 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants and (iv)
6,250,000 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the December Letter Agreement, in each case, as of December 23, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 4 of 12
|
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
|
|
|
||
20,792,778 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
20,792,778 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
20,792,778 (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)
|
|
|
||
28.8% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above includes (i) 12,718,861 shares of Class A Common Stock, (ii) 1,823,917 shares of Class A Common Stock issuable to M&F Group
upon exercise of the Warrants and (iii) 6,250,000 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the December Letter Agreement.
|
(2) |
The calculation assumes that there is a total of 72,086,660 shares of Class A Common Stock outstanding, which is the sum of (i) 40,918,522 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, (iii) 1,823,917 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants and (iv)
6,250,000 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the December Letter Agreement, in each case, as of December 23, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 5 of 12
|
CUSIP No.
|
918385 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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
|
|
|
||
20,792,778 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
20,792,778 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
20,792,778 (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)
|
|
|
||
28.8% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above includes (i) 12,718,861 shares of Class A Common Stock, (ii) 1,823,917 shares of Class A Common Stock issuable to M&F Group
upon exercise of the Warrants and (iii) 6,250,000 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the December Letter Agreement.
|
(2) |
The calculation assumes that there is a total of 72,086,660 shares of Class A Common Stock outstanding, which is the sum of (i) 40,918,522 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, (iii) 1,823,917 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants and (iv)
6,250,000 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the December Letter Agreement, in each case, as of December 23, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 6 of 12
|
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
|
|
|
||
40,016,185 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
40,016,185 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,016,185 (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)
|
|
|
||
62.5% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above 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 64,012,743 shares of Class A Common Stock outstanding, which is the sum of (i) 40,918,522 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 December 23, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 7 of 12
|
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)
|
|
|
||
35.0% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above 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 64,012,743 shares of Class A Common Stock outstanding, which is the sum of (i) 40,918,522 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 December 23, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 8 of 12
|
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)
|
|
|
||
35.0% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above 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 64,012,743 shares of Class A Common Stock outstanding, which is the sum of (i) 40,918,522 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 December 23, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 9 of 12
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 10 of 12
|
Item 4. |
Purpose of the Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
|
• |
61,514,396 shares of Class A Common Stock are beneficially owned by Mr. Perelman and the ROP Revocable Trust;
|
|
• |
60,808,962 shares of Class A Common Stock are beneficially owned by MacAndrews & Forbes;
|
|
• |
40,016,185 shares of Class A Common Stock are beneficially owned by MFV;
|
|
• |
22,378,833 shares of Class A Common Stock are beneficially owned by M&F TTP and M&F TTP Two; and
|
|
• |
20,792,778 shares of Class A Common Stock are beneficially owned by M&F LLC and M&F Group.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 11 of 12
|
Item 7. |
Material to be Filed as Exhibits
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 12 of 12
|
The ROP Revocable Trust dated 1/9/2018
|
||||
|
||||
By:
|
/s/ Ronald O. Perelman | |||
|
Name: | Ronald O. Perelman | ||
|
Title:
|
Trustee |
|
MacAndrews & Forbes Incorporated
|
|
||
|
|
|
||
|
By:
|
/s/ Shiri Ben-Yishai
|
|
|
|
|
Name:
|
Shiri Ben-Yishai
|
|
|
|
Title:
|
Deputy General Counsel and Corporate Secretary
|
|
|
MacAndrews & Forbes LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Shiri Ben-Yishai
|
|
|
|
|
Name:
|
Shiri Ben-Yishai
|
|
|
|
Title:
|
Senior Vice President and Corporate Secretary
|
|
|
MacAndrews & Forbes Group LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Shiri Ben-Yishai
|
|
|
|
|
Name:
|
Shiri Ben-Yishai
|
|
|
|
Title:
|
Senior Vice President and Corporate Secretary
|
|
|
MFV Holdings One LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Shiri Ben-Yishai
|
|
|
|
|
Name:
|
Shiri Ben-Yishai
|
|
|
|
Title:
|
Senior Vice President and Corporate Secretary
|
|
|
M&F TTP Holdings LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Shiri Ben-Yishai
|
|
|
|
|
Name:
|
Shiri Ben-Yishai
|
|
|
|
Title:
|
Senior Vice President and Corporate Secretary
|
|
|
M&F TTP Holdings Two LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Shiri Ben-Yishai
|
|
|
|
|
Name:
|
Shiri Ben-Yishai
|
|
|
|
Title:
|
Senior Vice President and Corporate Secretary
|
|
1 Year vTv Therapeutics Chart |
1 Month vTv Therapeutics Chart |
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