This Amendment No. 12 (“
Amendment No. 12
”) 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 and as further amended by Amendment No. 11 to the statement on Schedule 13D,
dated September 10, 2018 (as so amended, the “
Schedule 13D
”), and is being filed with the Securities and Exchange Commission by 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 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 September 27, 2018, M&F Group purchased 1,879,699 shares of Class A Common Stock from the Issuer pursuant to the terms of the previously disclosed
letter agreement, dated as of July 30, 2018, between M&F Group and the Issuer. The funds used for the purchase of 1,879,699 shares of the Class A Common Stock were derived from general working capital. A total of $2,500,000 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) MacAndrews & Forbes directly or indirectly controls 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) 716,921 shares of Class A Common
Stock issuable to M&F Group upon exercise of the Warrants and (iii) 3,759,399 shares of Class A Common Stock issuable to M&F Group pursuant to the 2018 Letter Agreement, 36,218,756 shares of Class A Common Stock are beneficially owned
by Mr. Perelman and 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 10,733,823 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, 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 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 MacAndrews & Forbes includes
655,721 shares of Class B Common Stock and corresponding vTv Units that may be deemed to be directly beneficially owned by Mr. 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. Mr. Perelman disclaims any beneficial ownership of the shares of Class A Common Stock and Class B Common Stock, except to the extent of his pecuniary interest therein
.