CUSIP No. |
SCHEDULE 13D |
Page 2 of 10 |
918385 105 |
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CUSIP No. | 918385 105 |
1
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NAMES OF REPORTING PERSONS
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MacAndrews & Forbes Incorporated
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
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(b)
|
☐
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|||
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||||
3
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SEC USE ONLY
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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
|
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
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|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
36,218,756 (1)
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|||
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||||
9
|
SOLE DISPOSITIVE POWER
|
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||
0
|
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|||
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|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
36,218,756 (1)
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|||
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||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
36,218,756 (1)
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|
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|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
|
||
|
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
|
||
83.6% (2)
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(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. |
SCHEDULE 13D |
Page 3 of 10 |
918385 105 |
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CUSIP No. | 918385 105 |
1
|
NAMES OF REPORTING PERSONS
|
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MacAndrews & Forbes LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
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|
||
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|
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
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|
||||
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)
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|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
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||
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
|
|
|
|||
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|
(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. |
SCHEDULE 13D |
Page 4 of 10 |
918385 105 |
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CUSIP No. | 918385 105 |
1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
MacAndrews & Forbes Group LLC
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
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||
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
OO |
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|
|||
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|
||||
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. |
SCHEDULE 13D |
Page 5 of 10 |
918385 105 |
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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. |
SCHEDULE 13D |
Page 6 of 10 |
918385 105 |
|
|
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. |
SCHEDULE 13D |
Page 7 of 10 |
918385 105 |
|
|
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. |
CUSIP No. |
SCHEDULE 13D |
Page 8 of 10 |
918385 105 |
|
|
CUSIP No. |
SCHEDULE 13D |
Page 9 of 10 |
918385 105 |
|
|
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.
|
CUSIP No. |
SCHEDULE 13D |
Page 10 of 10 |
918385 105 |
|
|
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
|