Form Type: 4

SEC EDGAR Link
Acccession Number:0001140361-19-009238
Date:2019-05-15
Issuer: VTV THERAPEUTICS INC. (VTVT)
Original Submission Date:

Reporting Person:

PERELMAN RONALD O
C/O MACANDREWS & FORBES INCORPORATED
35 EAST 62ND STREET NEW YORK, NY 10065

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-05-15 P 1,358,698 a $1.84 17,852,351 indirect f1
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CALL OPTION (RIGHT TO BUY) 1.84 2019-05-15 deemed execution date O 1 (d) 2018-12-11 2019-12-11 class a common stock 1,358,698 $1.84 0 indirect see footnote
Footnotes
IDfootnote
f1 the rop revocable trust dated 1/9/2018 (the "rop revocable trust"), of which mr. ronald o. perelman is the sole trustee and sole beneficiary, is the sole stockholder of macandrews & forbes incorporated ("m&f inc."), which is the parent of mfv holdings one llc ("mfv") and macandrews & forbes llc ("m&f llc"), which is the parent of m&f group. m&f group and mfv hold the securities described above. mr. perelman, the rop revocable trust, m&f inc., m&f llc, m&f group and mfv may be deemed to be directors by deputization of vtv therapeutics inc. (the "issuer") by virtue of their relationship with steven m. cohen and paul g. savas, directors of the issuer, and certain rights of m&f ttp holdings two llc, an indirect subsidiary of m&f inc. ("m&f ttp"), pursuant to the investor rights agreement, dated as of july 29, 2015, between the issuer and m&f ttp, as successor in interest to vtv therapeutics holdings llc.
f2 on december 11, 2018, m&f group entered into a letter agreement (the "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 (the "investment period"), the company's class a common stock, par value $0.01 per share ("common stock") at a per share price of $1.84, which is equal to the closing price of the common stock for the trading day preceding the date of the letter agreement. the letter agreement also permits m&f group to exercise an option to purchase common stock at the same price up to three times during the investment period. the aggregate amount of common stock that may be purchased by m&f group is limited to $10.0 million. on may 15, 2019, the issuer exercised its right to have m&f group purchase the final 1,358,698 shares of common stock for a total purchase price of $2,500,000 in cash.

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