UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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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
212-572-8600
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(Name, Address and Telephone Number of Person Authorized to
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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August 14, 2017
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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. ☐
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*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.
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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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CUSIP No.
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918385 105
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1.
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NAME OF REPORTING PERSON
MacAndrews & Forbes Incorporated
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|||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
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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)
OO
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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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|||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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
0
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8.
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SHARED VOTING POWER
25,619,933 (1)
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
25,619,933 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,619,933 (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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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.1% (2)
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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(1) |
The information set forth in Item 5 is incorporated by reference. Includes (i) 2,535,666 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”) of the Issuer and (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 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.
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(2) |
The calculation assumes that there is a total of 32,812,500 shares of Class A Common Stock outstanding, which is the sum of (i) 9,693,254 shares of Class A Common Stock outstanding and (ii) 23,119,246 shares of Class A Common Stock that are issuable in exchange for the 23,119,246 shares of Class B Common Stock and corresponding vTv Units outstanding, in each case, as of August 2, 2017.
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CUSIP No.
918385 105 |
SCHEDULE 13D
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Page 3 of 11
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CUSIP No.
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918385 105
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1.
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NAME OF REPORTING PERSON
MacAndrews & Forbes LLC
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|||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
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|||
3.
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SEC USE ONLY
|
|||
4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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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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|||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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
0
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8.
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SHARED VOTING POWER
575,000 (1)
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
575,000 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,000 (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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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8% (2)
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(1) |
The information set forth in Item 5 is incorporated by reference.
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(2) |
The calculation assumes that there is a total of 32,812,500 shares of Class A Common Stock outstanding, which is the sum of (i) 9,693,254 shares of Class A Common Stock outstanding and (ii) 23,119,246 shares of Class A Common Stock that are issuable in exchange for the 23,119,246 shares of Class B Common Stock and corresponding vTv Units outstanding, in each case, as of August 2, 2017.
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CUSIP No.
918385 105 |
SCHEDULE 13D
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Page 4 of 11
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CUSIP No.
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918385 105
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1.
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NAME OF REPORTING PERSON
MacAndrews & Forbes Group LLC
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|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
|||
3.
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SEC USE ONLY
|
|||
4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
|||
5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐
|
|||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF SHARES BENEFICIALY OWNED BY EACH REPORTING PERSON WITH
|
7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
575,000 (1)
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|||
9.
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SOLE DISPOSITIVE POWER
0
|
|||
10.
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SHARED DISPOSITIVE POWER
575,000 (1)
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|||
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,000 (1)
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|||
12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|||
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8% (2)
|
|||
14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(1) |
The information set forth in Item 5 is incorporated by reference.
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(2) |
The calculation assumes that there is a total of 32,812,500 shares of Class A Common Stock outstanding, which is the sum of (i) 9,693,254 shares of Class A Common Stock outstanding and (ii) 23,119,246 shares of Class A Common Stock that are issuable in exchange for the 23,119,246 shares of Class B Common Stock and corresponding vTv Units outstanding, in each case, as of August 2, 2017.
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CUSIP No.
918385 105 |
SCHEDULE 13D
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Page 5 of 11
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CUSIP No.
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918385 105
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1.
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NAME OF REPORTING PERSON
MFV Holdings One LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
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3.
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SEC USE ONLY
|
|||
4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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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)
☐
|
|||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF SHARES BENEFICIALY OWNED BY EACH REPORTING PERSON WITH
|
7.
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SOLE VOTING POWER
0
|
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8.
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SHARED VOTING POWER
24,339,499 (1)
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|||
9.
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SOLE DISPOSITIVE POWER
0
|
|||
10.
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SHARED DISPOSITIVE POWER
24,339,499 (1)
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|||
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,339,499 (1)
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|||
12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|||
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.1% (2)
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|||
14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(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.
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(2) |
The calculation assumes that there is a total of 32,812,500 shares of Class A Common Stock outstanding, which is the sum of (i) 9,693,254 shares of Class A Common Stock outstanding and (ii) 23,119,246 shares of Class A Common Stock that are issuable in exchange for the 23,119,246 shares of Class B Common Stock and corresponding vTv Units outstanding, in each case, as of August 2, 2017.
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CUSIP No.
918385 105 |
SCHEDULE 13D
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Page 6 of 11
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CUSIP No.
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918385 105
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1.
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NAME OF REPORTING PERSON
M&F TTP Holdings LLC
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|||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
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|||
3.
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SEC USE ONLY
|
|||
4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
|||
5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐
|
|||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF SHARES BENEFICIALY OWNED BY EACH REPORTING PERSON WITH
|
7.
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SOLE VOTING POWER
0
|
||
8.
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SHARED VOTING POWER
22,378,833 (1)
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|||
9.
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SOLE DISPOSITIVE POWER
0
|
|||
10.
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SHARED DISPOSITIVE POWER
22,378,833 (1)
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|||
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,378,833 (1)
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|||
12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|||
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.2% (2)
|
|||
14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(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.
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(2) |
The calculation assumes that there is a total of 32,812,500 shares of Class A Common Stock outstanding, which is the sum of (i) 9,693,254 shares of Class A Common Stock outstanding and (ii) 23,119,246 shares of Class A Common Stock that are issuable in exchange for the 23,119,246 shares of Class B Common Stock and corresponding vTv Units outstanding, in each case, as of August 2, 2017.
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CUSIP No.
918385 105 |
SCHEDULE 13D
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Page 7 of 11
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CUSIP No.
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918385 105
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|||
1.
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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)
68.2% (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 32,812,500 shares of Class A Common Stock outstanding, which is the sum of (i) 9,693,254 shares of Class A Common Stock outstanding and (ii) 23,119,246 shares of Class A Common Stock that are issuable in exchange for the 23,119,246 shares of Class B Common Stock and corresponding vTv Units outstanding, in each case, as of August 2, 2017.
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CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 8 of 11
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CUSIP No.
918385 105 |
SCHEDULE 13D
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Page 9 of 11
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Exhibit 1: |
Joint Filing Agreement, dated August 15, 2017, 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.
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CUSIP No.
918385 105 |
SCHEDULE 13D
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Page 10 of 11
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MacAndrews & Forbes Incorporated
|
||||
By:
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/s/ Michael C. Borofsky
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Name:
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Michael C. Borofsky
|
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Title:
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Senior Vice President
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MacAndrews & Forbes LLC
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||||
By:
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/s/ Michael C. Borofsky
|
|||
Name:
|
Michael C. Borofsky
|
|||
Title:
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Senior Vice President
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MacAndrews & Forbes Group LLC
|
||||
By:
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/s/ Michael C. Borofsky
|
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Name:
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Michael C. Borofsky
|
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Title:
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Senior Vice President
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MFV Holdings One LLC
|
||||
By:
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/s/ Michael C. Borofsky
|
|||
Name:
|
Michael C. Borofsky
|
|||
Title:
|
Senior Vice President
|
M&F TTP Holdings LLC
|
||||
By:
|
/s/ Michael C. Borofsky
|
|||
Name:
|
Michael C. Borofsky
|
|||
Title:
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Senior Vice President
|
M&F TTP Holdings Two LLC
|
||||
By:
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/s/ Michael C. Borofsky
|
|||
Name:
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Michael C. Borofsky
|
|||
Title:
|
Senior Vice President
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CUSIP No.
918385 105 |
SCHEDULE 13D
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Page 11 of 11
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MacAndrews & Forbes Incorporated
|
||||
By:
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/s/ Michael C. Borofsky
|
|||
Name:
|
Michael C. Borofsky
|
|||
Title:
|
Senior Vice President
|
MacAndrews & Forbes LLC
|
||||
By:
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/s/ Michael C. Borofsky
|
|||
Name:
|
Michael C. Borofsky
|
|||
Title:
|
Senior Vice President
|
MacAndrews & Forbes Group LLC
|
||||
By:
|
/s/ Michael C. Borofsky
|
|||
Name:
|
Michael C. Borofsky
|
|||
Title:
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Senior Vice President
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MFV Holdings One LLC
|
||||
By:
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/s/ Michael C. Borofsky
|
|||
Name:
|
Michael C. Borofsky
|
|||
Title:
|
Senior Vice President
|
M&F TTP Holdings LLC
|
||||
By:
|
/s/ Michael C. Borofsky
|
|||
Name:
|
Michael C. Borofsky
|
|||
Title:
|
Senior Vice President
|
M&F TTP Holdings Two LLC
|
||||
By:
|
/s/ Michael C. Borofsky
|
|||
Name:
|
Michael C. Borofsky
|
|||
Title:
|
Senior Vice President
|