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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

 

(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

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
1	NAME OF REPORTING PERSON
	MacAndrews & Forbes Incorporated
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 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
		36,218,756 (1)
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		36,218,756 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	36,218,756 (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)
	83.6% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

(1)

The information set forth in Item 5 is incorporated by reference.  Includes (i) 4,327,994 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) 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”), (iv) 570,777 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 5, 2017 (the “2017 Letter Agreement”), and (v) 7,518,797 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to a commitment letter, dated July 30, 2018 (the “2018 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.  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) 11,442,274 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) 716,921 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants, (iv) 570,777 shares of Class A Common Stock issuable to M&F Group pursuant to the 2017 Letter Agreement and (v) 7,518,797 shares of Class A Common Stock issuable to M&F Group pursuant to the 2018 Letter Agreement, in each case, as of July 30, 2018.

 

(1)

The information set forth in Item 5 is incorporated by reference.  Includes (i) 1,927,328 shares of Class A Common Stock, (ii) 716,921 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants, (iii) 570,777 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the 2017 Letter Agreement and (iv) 7,518,797 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the 2018 Letter Agreement.

(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) 11,442,274 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) 716,921 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants, (iv) 570,777 shares of Class A Common Stock issuable to M&F Group pursuant to the 2017 Letter Agreement and (v) 7,518,797 shares of Class A Common Stock issuable to M&F Group pursuant to the 2018 Letter Agreement, in each case, as of July 30, 2018.

 

(1)

The information set forth in Item 5 is incorporated by reference.  Includes (i) 1,927,328 shares of Class A Common Stock, (ii) 716,921 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants, (iii) 570,777 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the 2017 Letter Agreement and (iv) 7,518,797 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the 2018 Letter Agreement.

(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) 11,442,274 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) 716,921 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants, (iv) 570,777 shares of Class A Common Stock issuable to M&F Group pursuant to the 2017 Letter Agreement and (v) 7,518,797 shares of Class A Common Stock issuable to M&F Group pursuant to the 2018 Letter Agreement, in each case, as of July 30, 2018.

 

(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 34,536,495 shares of Class A Common Stock outstanding, which is the sum of (i) 11,442,274 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 July 30, 2018.

 

(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 34,536,495 shares of Class A Common Stock outstanding, which is the sum of (i) 11,442,274 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 July 30, 2018.

 

(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 34,536,495 shares of Class A Common Stock outstanding, which is the sum of (i) 11,442,274 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 July 30, 2018.

 

This Amendment No. 9 (“Amendment No. 9”) 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 and as further amended by Amendment No, 8 to the statement on Schedule 13D, dated July 6, 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 4.

Purpose of Transaction.

 

The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the information below.

 

On July 30, 2018, M&F Group entered into a letter agreement (the “2018 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 after the date of the 2018 Letter Agreement (the “Investment Period”), Class A Common Stock at a per share price of $1.33, which is equal to the average of the volume weighted-average prices of the Class A Common Stock for the five last completed trading days preceding the date of the 2018 Letter Agreement.  The 2018 Letter Agreement also permits M&F Group to exercise an option to purchase Class A Common Stock at the same price up to three times during the Investment Period.  The aggregate amount of Class A Common Stock that may be purchased by M&F Group (whether at its or the Company’s option) pursuant to the 2018 Letter Agreement is limited to $10.0 million.

 

In consideration for the commitment of M&F Group under the 2018 Letter Agreement, M&F received a warrant (the “2018 Warrant”) to purchase 518,654 shares of Class A Common Stock, exercisable at a price of $1.53, which is 115% of the option price under the 2018 Letter Agreement.  The 2018 Warrant is exercisable until July 30, 2025.

 

The obligation of M&F Group to fund and the obligation of the Issuer to issue shares under the 2018 Letter Agreement is subject to the execution of mutually acceptable definitive documentation at the time of a request for funding.

 

The foregoing summaries of the 2018 Letter Agreement and the 2018 Warrant are not complete and are subject in their entirety to the 2018 Letter Agreement and the 2018 Warrant themselves, which are filed as Exhibits 2 and 3 hereto and are incorporated herein by reference.

 

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, (iii) 570,777 shares of Class A Common Stock issuable to M&F Group pursuant to the 2017 Letter Agreement and (iv) 7,518,797 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.

The total Class A Common Stock beneficial ownership of (i) Mr. Perelman and MacAndrews & Forbes represents approximately 83.6% of the Class A Common Stock, (ii) MFV represents approximately 71.7% of the Class A Common Stock, (iii) M&F TTP and M&F TTP Two represents approximately 64.8% of the Class A Common Stock and (iv) M&F LLC and M&F Group represents approximately 24.8% 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 34,536,495 shares of Class A Common Stock outstanding, which is the sum of (i) 11,442,274 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 July 30, 2018, and, in the case of the beneficial ownership of Mr. Perelman, MacAndrews & Forbes, M&F LLC and M&F Group, that there is a total of 43,342,990 shares of Class A Common Stock outstanding, which is the sum of (i) 11,442,274 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) 716,921 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants, (iv) 570,777 shares of Class A Common Stock issuable to M&F Group pursuant to the 2017 Letter Agreement and (v) 7,518,797 shares of Class A Common Stock issuable to M&F Group pursuant to the 2018 Letter Agreement, in each case, as of July 30, 2018).

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 within the last 60 days.

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.

The responses set forth in Item 4 hereof are incorporated by reference in their entirety.

 

 

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement on August 1, 2018 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

 

SIGNATURE

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: August 1, 2018

 

 

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