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)
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
July 6, 2018
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 2 of 11
|
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 ITEMS 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
|
|
|
||
28,181,305 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
28,181,305 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
28,181,305 (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)
|
|
|
||
79.8% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. Includes (i) 4,327,994 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) 570,777 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 35,305,539 shares of Class A Common Stock outstanding, which is the sum of (i) 11,442,274 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) 198,267 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrant and (iv) 570,777 shares of Class A Common Stock issuable to M&F Group pursuant to the Letter Agreement, in each case, as of July 6, 2018.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 3 of 11
|
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 ITEMS 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
|
|
|
||
2,696,372 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,696,372 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,696,372 (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)
|
|
|
||
7.6% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. Includes (i) 1,927,328 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) 570,777 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 35,305,539 shares of Class A Common Stock outstanding, which is the sum of (i) 11,442,274 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) 198,267 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrant and (iv) 570,777 shares of Class A Common Stock issuable to M&F Group pursuant to the Letter Agreement, in each case, as of July 6, 2018.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 4 of 11
|
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 ITEMS 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
|
|
|
||
2,696,372 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,696,372 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,696,372 (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)
|
|
|
||
7.6% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. Includes (i) 1,927,328 shares of Class A common stock, (ii) 198,267 shares of Class A Common Stock issuable upon exercise of the Warrant and (iv) 570,777 shares of Class A Common Stock issuable pursuant to the Letter Agreement.
|
(2) |
The calculation assumes that there is a total of 35,305,539 shares of Class A Common Stock outstanding, which is the sum of (i) 11,442,274 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) 198,267 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrant and (iv) 570,777 shares of Class A Common Stock issuable to M&F Group pursuant to the Letter Agreement, in each case, as of July 6, 2018.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 5 of 11
|
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 ITEMS 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)
|
|
|
||
71.7% (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 34,536,495 shares of Class A Common Stock outstanding, which is the sum of (i) 11,442,274 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 July 6, 2018.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 6 of 11
|
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 ITEMS 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)
|
|
|
||
64.8% (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 34,536,495 shares of Class A Common Stock outstanding, which is the sum of (i) 11,442,274 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 July 6, 2018.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 7 of 11
|
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 ITEMS 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)
|
|
|
||
64.8% (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 34,536,495 shares of Class A Common Stock outstanding, which is the sum of (i) 11,442,274 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 July 6, 2018.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 8 of 11
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 9 of 11
|
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 July 10, 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.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 10 of 11
|
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
|
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
|