Sec Form 4 Filing - PERELMAN RONALD O @ vTv Therapeutics Inc. - 2015-08-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PERELMAN RONALD O 2. Issuer Name and Ticker or Trading Symbol vTv Therapeutics Inc. [ VTVT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MACANDREWS & FORBES INCORPORATED, 35 EAST 62ND STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/26/2015 (Street) NEW YORK, NY10065 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Nonvoting Common Units and Class B common stock ( 1 ) ( 2 ) 08/26/2015 J( 3 )( 4 ) 1,344,186 ( 2 ) ( 2 ) Class A common stock 1,344,186 ( 2 ) 23,655,814 I See footnote. ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PERELMAN RONALD O C/O MACANDREWS & FORBES INCORPORATED 35 EAST 62ND STREET NEW YORK, NY10065 X Signatures /s/ Barry F. Schwartz, attorney-in-fact 08/28/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Class B common stock of the Issuer ("Class B Common Stock") have one vote per share but represent no economic interests and are issued in an equal amount to the number of Nonvoting Common Units of vTv Therapeutics LLC ("vTv Units") held. ( 2 )Pursuant to the terms of the Exchange Agreement, dated as of July 29, 2015, by and among the Issuer, vTv Therapeutics LLC and Holdings (the "Exchange Agreement"), vTv Units, together with a corresponding number of shares of Class B Common Stock, may be exchanged for (i) Class A common stock of the Issuer ("Class A Common Stock"), which have one vote per share and represent economic interests, on a one-for-one basis or (ii) cash (based on the market price of the shares of Class A Common Stock), at the option of the Issuer. The exchange rights under the Exchange Agreement do not expire. ( 3 )On August 26, 2015, vTvx Holdings I LLC ("vTvx I") and vTvx Holdings II LLC ("vTvx II"), which constitute all of the members of vTv Therapeutics Holdings LLC ("Holdings"), which holds directly the securities described above, in settlement of certain obligations of vTvx I and vTvx II to a former officer (the "Former Officer") of vTvx I and vTvx II under a letter agreement, dated December 30, 2014 (the "Former Officer Agreement"), among vTvx I, vTvx II, the Former Officer and entities related to the Former Officer, caused Holdings to transfer 1,344,186 shares of Class B Common Stock and 1,344,186 vTv Units to the Former Officer, pursuant to an agreement among vTvx I, vTvx II, the Former Officer and entities related to the Former Officer. ( 4 )Under the Former Officer Agreement, the Former Officer was entitled to a contingent distribution payable under certain circumstances. As a result of the contingent distribution payable, the Reporting Person did not have a pecuniary interest in the shares of Class B Common Stock and corresponding vTv Units being transferred to the Former Officer. In connection with this transfer, the Former Officer has entered into a lock-up agreement, with respect to shares of Class B Common Stock and vTv Units, on the same terms as the lock-up agreement entered into by the Reporting Person with the representatives of the underwriters in the initial public offering of the Issuer. ( 5 )Mr. Ronald O. Perelman is the sole stockholder of MacAndrews & Forbes Incorporated ("M&F Inc."), which is the parent of M&F TTP Holdings LLC ("M&F TTP"), which is the parent of vTvx I, which, together with vTvx II, an entity controlled by Mr. Perelman, are the only members of Holdings, which holds the securities described above. Mr. Perelman, M&F Inc., M&F TTP, vTvx I, vTvx II and Holdings may be deemed to be directors by deputization of the Issuer by virtue of their relationship with Steven M. Cohen, Paul M. Meister and Paul G. Savas, directors of the Issuer, and certain rights of Holdings pursuant to the Investor Rights Agreement, dated as of July 29, 2015, between the Issuer and Holdings. Mr. Perelman's pecuniary interest in the securities held by Holdings is limited to his percentage interest in Holdings' interests in such securities.

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