MacAndrews & Forbes Amends vTv Therapeutics Stake

TL;DR

MacAndrews & Forbes just updated their vTv Therapeutics holdings. Big player making moves.

AI Summary

On March 22, 2024, MacAndrews & Forbes Inc. filed an amendment (Amendment No. 45) to its Schedule 13D concerning vTv Therapeutics Inc. The filing indicates a change in beneficial ownership, with MacAndrews & Forbes Inc. and its group members now holding a significant stake in vTv Therapeutics Inc. The specific percentage or number of shares is not detailed in this excerpt, but the filing signifies a material update to their holdings.

Why It Matters

This filing signals a potential shift in control or influence over vTv Therapeutics Inc. by a major shareholder, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant entities can lead to increased volatility and strategic shifts for the subject company.

Key Players & Entities

• MacAndrews & Forbes Inc. (company) — Filing entity
• vTv Therapeutics Inc. (company) — Subject company
• M&F TTP HOLDINGS LLC (company) — Group member
• M&F TTP HOLDINGS TWO LLC (company) — Group member
• MACANDREWS & FORBES GROUP LLC (company) — Group member
• MACANDREWS & FORBES LLC (company) — Group member
• MFV HOLDINGS ONE LLC (company) — Group member
• RLX HOLDINGS ONE LLC (company) — Group member
• ROP REVOCABLE TRUST DATED 1/9/2018 (company) — Group member

FAQ

Key Financial Figures

• $0.01 — suer) Class A common stock, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• eh240461012_13da45-vtv.htm (SC 13D/A) — 158KB
• 0000950142-24-000754.txt ( ) — 160KB

Purpose of the Transaction

Item 4. Purpose of the Transaction

is amended to amend and restate the following subsections

Item 4 is amended to amend and restate the following subsections: On November 20, 2023, the Issuer effected a reverse stock split at a ratio of 40-for-1. On February 27, 2024, the Issuer issued shares of its Class A common stock and pre-funded warrants to certain investors in a private placement (the “Private Placement”). In connection with the Private Placement, the Issuer and M&F TTP entered into an amendment to investor rights agreement, pursuant to which M&F Group has the right to designate two members of the Issuer’s board of directors for so long as M&F Group holds at least 50% of the shares it held as of the date of the amendment. The amendment also make certain technical revisions to the registration rights provisions. The foregoing description of the Amendment to the Investor Rights Agreement is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 99.1 hereto and is incorporated by reference herein. The changes in beneficial ownership reflected in this Amendment No. 45 are due to the effects of the reverse stock split and the Private Placement.

Interest in Securities of the Issuer

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: CUSIP No. 918385204 SCHEDULE 13D Page 12 of 15 (a) The ROP Revocable Trust directly or indirectly controls MacAndrews & Forbes, M&F LLC, M&F Group, MFV, M&F TTP, M&F TTP Two and RLX Holdings One. Including (i) the 577,108 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 and (ii) 45,595 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants: 1,535,685 shares of Class A Common Stock are beneficially owned by Mr. Perelman and the ROP Revocable Trust; 1,460,206 shares of Class A Common Stock are beneficially owned by MacAndrews & Forbes; 559,471 shares of Class A Common Stock are beneficially owned by MFV, M&F TTP and M&F TTP Two; 654,139 shares of Class A Common Stock are beneficially owned by M&F LLC and M&F Group; and 246,596 shares of Class A Common Stock are beneficially owned by RLX Holdings One. 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 1,243 shares of Class B Common Stock and corresponding vTv Units that may be deemed to be directly beneficially owned by the Ronald O. Perelman 2013 Trust. Mr.

Contracts, Arrangements, Understandings or Relationships with

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. As described above under Item 4, in connection with the Private Placement, the Issuer and M&F TTP entered into an amendment to the Investor Rights Agreement, pursuant to which M&F Group has the right to designate two members of the Issuer’s board of directors for so long as M&F Group holds at least 50% of the shares it held as of the date of the amendment. The amendment also make certain technical revisions to the registration rights provisions. CUSIP No. 918385204 SCHEDULE 13D Page 13 of 15 The foregoing description of the Amendment to the Investor Rights Agreement is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit 1 Amendment to Investor Rights Agreement, dated February 27, 2024, by and between vTv Therapeutics Inc. and M&F TTP Holdings Two LLC (as successor in interest to vTv Therapeutics Holdings LLC) (incorporated by reference from Exhibit 10.5 to the Issuer’s 8-K, filed February 28, 2024). CUSIP No. 918385204 SCHEDULE 13D Page 14 of 15 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: March 22, 2024 The ROP Revocable Trust dated 1/9/2018 By: /s/ Ronald O. Perelman Name: Ronald O. Perelman Title: Trustee MacAndrews & Forbes Incorporated By: /s/ Jeffrey Brodsky Name: Jeffrey Brodsky Title: Chief Financial Officer MacAndrews & Forbes LLC By: /s/ Jeffrey Brodsky Name: Jeffrey Brodsky Title: Chief Financial Officer MacAndrews & Forbes Group LLC By: /s/ Jeffrey Brodsky Name: Jeffrey Brodsky Title: Chief Financial Officer MFV Holdings One LLC By: /s/ Jeffrey Brodsky Name: Jeffrey Brodsky Title: Chief Financial Officer M&F TTP Holdings LLC By: /s/ Jeffrey Brodsky Name: Jeffrey Brodsky Title: Chief Financial Officer CUSIP No. 918385204 SCHEDULE 13D Page 15 of 15 M&F TTP Holdings Two LLC By: /s/ Jeffrey Brodsky Name: Jeffrey Brodsky Title: Chief Financial Officer RLX Holdings One LLC By: /s/ Jeffrey Brodsky Name: Jeffrey Brodsky Title: Chief Financial Officer

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View this SC 13D/A filing on SEC EDGAR