UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
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vTv Therapeutics Inc.
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(Name of Issuer)
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Class A common stock, par value $0.01 per share
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(Title of Class of Securities)
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918385 105
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(CUSIP Number)
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Steven M. Cohen
Executive Vice President, Chief Administrative Officer and General Counsel
MacAndrews & Forbes Incorporated
35 East 62nd Street
New York, NY 10065
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212-572-8600
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(Name, Address and Telephone Number of Person Authorized to
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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
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January 16, 2019
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
918385 105 |
SCHEDULE 13D
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Page 2 of 11
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1
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NAME OF REPORTING PERSON
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The ROP Revocable Trust dated 1/9/2018
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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☐
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(b)
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☐
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||||
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||||
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3
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SEC USE ONLY
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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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York
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||||
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NUMBER OF SHARES BENEFICIALY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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||||
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8
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SHARED VOTING POWER
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41,994,072 (1)
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||||
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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41,994,072 (1)
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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41,994,072 (1)
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||||
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12
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CHECK 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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85.5% (2)
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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| (1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above includes (i) 14,048,002 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) 1,057,455 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”) and (iv) 3,804,348 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 11, 2018 (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. 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.
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| (2) |
The calculation assumes that there is a total of 49,118,306 shares of Class A Common Stock outstanding, which is the sum of (i) 21,162,282 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) 1,057,455 shares of Class A Common Stock issuable
to M&F Group upon exercise of the Warrants and (iv) 3,804,348 shares of Class A Common Stock issuable to M&F Group pursuant to the Letter Agreement, in each case, as of January 16, 2019.
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CUSIP No.
918385 105 |
SCHEDULE 13D
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Page 3 of 11
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1
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NAME OF REPORTING PERSON
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MacAndrews & Forbes Incorporated
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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☐
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(b)
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☐
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||||
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3
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SEC USE ONLY
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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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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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 BENEFICIALY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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||||
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8
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SHARED VOTING POWER
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41,288,638 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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41,288,638 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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41,288,638 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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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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84.1% (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. The number of shares reported above includes (i) 14,048,002 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 and corresponding vTv Units, (iii) 1,057,455 shares of Class A Common Stock issuable to M&F Group upon exercise of the
Warrants and (iv) 3,804,348 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the Letter Agreement that are beneficially owned by the Reporting Persons. 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.
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| (2) |
The calculation assumes that there is a total of 49,118,306 shares of Class A Common Stock outstanding, which is the sum of (i) 21,162,282 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) 1,057,455 shares of Class A Common Stock issuable
to M&F Group upon exercise of the Warrants and (iv) 3,804,348 shares of Class A Common Stock issuable to M&F Group pursuant to the Letter Agreement, in each case, as of January 16, 2019.
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CUSIP No.
918385 105 |
SCHEDULE 13D
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Page 4 of 11
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1
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NAME OF REPORTING PERSON
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MacAndrews & Forbes LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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☐
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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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||||
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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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||||
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NUMBER OF SHARES BENEFICIALY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
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0
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|||
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||||
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8
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SHARED VOTING POWER
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16,509,139 (1)
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|||
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||||
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9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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10
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SHARED DISPOSITIVE POWER
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16,509,139 (1)
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|||
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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16,509,139 (1)
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|||
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||||
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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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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33.6% (2)
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|||
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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|||
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||||
| (1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above includes (i) 11,647,336 shares of Class A Common Stock, (ii)
1,057,455 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants and (iii) 3,804,348 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the Letter
Agreement.
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(2)
|
The calculation assumes that there is a total of 49,118,306 shares of Class A Common Stock outstanding, which is the sum of (i) 21,162,282 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) 1,057,455 shares of Class
A Common Stock issuable to M&F Group upon exercise of the Warrants and (iv) 3,804,348 shares of Class A Common Stock issuable to M&F Group pursuant to the Letter Agreement, in each case, as of January 16, 2019.
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|
CUSIP No.
918385 105 |
SCHEDULE 13D
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Page 5 of 11
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1
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NAME OF REPORTING PERSON
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MacAndrews & Forbes Group LLC
|
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
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||||
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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
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|||
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||||
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5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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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||||
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NUMBER OF SHARES BENEFICIALY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
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|
0
|
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|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
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||
|
16,509,139 (1)
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|||
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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
|
|
|
||
|
16,509,139 (1)
|
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|
|||
|
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||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
16,509,139 (1)
|
|
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|||
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||||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
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||||
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||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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33.6% (2)
|
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|||
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||||
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14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
OO
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|||
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|
||||
| (1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above includes (i) 11,647,336 shares of Class A Common Stock, (ii)
1,057,455 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants and (iii) 3,804,348 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the Letter
Agreement.
|
|
(2)
|
The calculation assumes that there is a total of 49,118,306 shares of Class A Common Stock outstanding, which is the sum of (i) 21,162,282 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) 1,057,455 shares of Class A
Common Stock issuable to M&F Group upon exercise of the Warrants and (iv) 3,804,348 shares of Class A Common Stock issuable to M&F Group pursuant to the Letter Agreement, in each case, as of January 16, 2019.
|
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 6 of 11
|
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1
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NAME OF REPORTING PERSON
|
|
|
||
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MFV Holdings One LLC
|
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|
|||
|
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|
||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
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||||
|
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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|
||||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
☐
|
||
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|
||||
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||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALY 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)
|
|
|
||
|
56.0% (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 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 44,256,503 shares of Class A Common Stock outstanding, which
is the sum of (i) 21,162,282 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 January 16, 2019.
|
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 7 of 11
|
|
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 BENEFICIALY 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)
|
|
|
||
|
50.6% (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 44,256,503 shares of Class A Common Stock outstanding, which
is the sum of (i) 21,162,282 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 January 16, 2019.
|
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 8 of 11
|
|
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 BENEFICIALY 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)
|
|
|
||
|
50.6% (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 44,256,503 shares of Class A Common Stock outstanding, which
is the sum of (i) 21,162,282 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 January 16, 2019.
|
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 9 of 11
|
This Amendment No. 17 (“Amendment No. 17”) amends and supplements the statement on
Schedule 13D, dated August 14, 2015, as amended by Amendment No. 1 to the statement on Schedule 13D, dated August 28, 2015, as further amended by Amendment No. 2 to the statement on Schedule 13D, dated October 5, 2015, as further amended by Amendment
No. 3 to the statement on Schedule 13D, dated April 6, 2016, as further amended by Amendment No. 4 to the statement on Schedule 13D, dated August 15, 2017, as further amended by Amendment No. 5 to the statement on Schedule 13D, dated December 7,
2017, as further amended by Amendment No. 6 to the statement on Schedule 13D, dated May 29, 2018, as further amended by Amendment No. 7 to the statement on Schedule 13D, dated June 20, 2018, as further amended by Amendment No. 8 to the statement on
Schedule 13D, dated July 10, 2018, as further amended by Amendment No. 9 to the statement on Schedule 13D, dated August 1, 2018, as further amended by Amendment No. 10 to the statement on Schedule 13D, dated August 14, 2018, as further amended by
Amendment No. 11 to the statement on Schedule 13D, dated September 10, 2018, as further amended by Amendment No. 12 to the statement on Schedule 13D, dated October 1, 2018, as further amended by Amendment No. 13 to the statement on Schedule 13D,
dated November 6, 2018, as further amended by Amendment No. 14 to the statement on Schedule 13D, dated November 29, 2018, as further amended by Amendment No. 15 to the statement on Schedule 13D, dated December 12, 2018 and as further amended by
Amendment No. 16 to the statement on Schedule 13D, dated December 27, 2018 (as so amended, the “Schedule 13D”), and is being filed with the Securities and Exchange
Commission by The ROP Revocable Trust dated 1/9/2018, a New York trust, MacAndrews & Forbes Incorporated, a Delaware corporation (“MacAndrews & Forbes”), MacAndrews
& Forbes LLC, a Delaware limited liability company (“M&F LLC”), MacAndrews & Forbes Group LLC, a Delaware limited liability company (“M&F Group”), MFV Holdings One LLC, a Delaware limited liability company (“MFV”), M&F TTP Holdings LLC, a
Delaware limited liability company (“M&F TTP”), and M&F TTP Holdings Two LLC, a Delaware limited liability company (“M&F TTP Two”) (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”), relating to the shares of the Class A common stock, par value $0.01 per share (“Class A Common Stock”), of vTv Therapeutics
Inc., a Delaware corporation (the “Issuer”).
| Item 2. |
Identity and Background.
|
The information contained in Item 2 of the Schedule 13D is hereby amended and supplemented with the following information:
The ROP Revocable Trust dated 1/9/2018 (the “ROP Revocable Trust”) is a New York
trust of which Mr. Ronald O. Perelman is the sole trustee and the sole beneficiary. The ROP Revocable Trust holds all of the shares of MacAndrews & Forbes. The ROP Revocable Trust’s business address is c/o MacAndrews & Forbes Incorporated,
35 East 62nd Street, New York, New York 10065, and the business telephone number is (212) 572-8600.
During the last five years, the ROP Revocable Trust: (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);
and (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the ROP Revocable Trust was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. |
Source and Amount of Funds or Other Consideration.
|
The information contained in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the information below.
On January 16, 2019, M&F Group purchased 815,217 shares of Class A Common Stock from the Issuer pursuant to the terms of the previously disclosed letter
agreement, dated as of December 11, 2018, between M&F Group and the Issuer. The funds used for the purchase of 815,217 shares of the Class A Common Stock were derived from general working capital. A total of $1,500,000 in cash was paid to
acquire such shares.
| Item 5. |
Interest in Securities of the Issuer
|
The information contained in the first four paragraphs of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The ROP Revocable Trust directly or indirectly controls MacAndrews & Forbes, M&F LLC, M&F Group, MFV, M&F TTP and M&F TTP Two.
Including (i) the 23,084,267 shares of Class B Common Stock (which are exchangeable, together with a corresponding vTv Unit, for shares of Class A Common Stock on a one-to-one basis) outstanding, (ii) 1,057,455 shares of Class A Common Stock issuable
to M&F Group upon exercise of the Warrants and (iii) 3,804,348 shares of Class A Common Stock issuable to M&F Group pursuant to the Letter Agreement:
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 10 of 11
|
| · |
41,994,072 shares of Class A Common Stock are beneficially owned by Mr. Perelman and the ROP Revocable Trust;
|
| · |
41,288,638 shares of Class A Common Stock are beneficially owned by MacAndrews & Forbes;
|
| · |
24,779,499 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
|
| · |
16,509,139 shares of Class A Common Stock are beneficially owned by M&F LLC and M&F Group.
|
Each of the Reporting Persons disclaim 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.
Ronald O. Perelman, the sole trustee and sole beneficiary of the ROP Revocable Trust and the Director, Chairman and Chief Executive Officer of MacAndrews &
Forbes, may be deemed to beneficially own all the shares of Class A Common Stock and Class B Common Stock beneficially owned by the ROP Revocable Trust, MacAndrews & Forbes, M&F LLC, M&F Group, MFV, M&F TTP and M&F TTP Two. The
number of shares reported as beneficially owned by the ROP Revocable Trust 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. Mr. Perelman
disclaims any beneficial ownership of the shares of Class A Common Stock and Class B Common Stock, except to the extent of their pecuniary interest therein.
The total Class A Common Stock beneficial ownership of (i) Mr. Perelman and the ROP Revocable
Trust represents approximately 85.5% of the Class A Common Stock, (ii) MacAndrews & Forbes represents approximately 84.1% of the Class A Common Stock, (iii) MFV represents approximately 56.0% of the Class A Common Stock, (iv) M&F TTP and
M&F TTP Two represents approximately 50.6% of the Class A Common Stock and (v) M&F LLC and M&F Group represents approximately 33.6% of the Class A Common Stock (assuming, in the case of MFV, M&F TTP and M&F TTP Two, that there
is a total of 44,256,503 shares of Class A Common Stock outstanding, which is the sum of (i) 21,162,282 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 January 16, 2019, and, in the case of the beneficial ownership of Mr. Perelman, the ROP Revocable Trust, MacAndrews & Forbes, M&F LLC and M&F
Group, that there is a total of 49,118,306 shares of Class A Common Stock outstanding, which is the sum of (i) 21,162,282 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) 1,057,455 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants and (iv) 3,804,348 shares of Class A Common Stock issuable
to M&F Group pursuant to the Letter Agreement, in each case, as of January 16, 2019).
The responses of each Reporting Person to Items 7 through 11 of the cover pages of this Schedule 13D relating to beneficial ownership of the shares of Class A
Common Stock are incorporated herein by reference.
(c) Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons since
the filing of Amendment No. 16 to this Schedule 13D.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the information below.
Joint Filing Agreement
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement on January 18, 2019 with respect to the joint
filing of this Schedule 13D and any amendment or amendments thereto (the “Joint Filing Agreement”). The Joint Filing Agreement is attached hereto as Exhibit 1 and
incorporated herein by reference.
| Item 7. |
Material to be Filed as Exhibits
|
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 11 of 11
|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: January 18, 2019
|
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:
|
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
|
|||
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing
on behalf of each of them of a statement on Schedule 13D and any amendments thereto relating to shares of the Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of vTv Therapeutics Inc., a company incorporated under the
laws of Delaware. This Joint Filing Agreement shall be included as an Exhibit to such joint filing, and may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
In evidence thereof, each of the undersigned, being duly authorized, hereby execute this Joint Filing Agreement.
Date: January 18, 2019
|
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:
|
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
|
|||