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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Represents 10,000 Class B Units ("Profits-only Units"), or 1% (the "Applicable Percentage"), of M&F TTP Holdings LLC ("M&F TTP"), an indirect parent of the Issuer. M&F holds 95.5% of vTvx I Holdings LLC ("vTvx I") and 2.7% of vTvx II Holdings LLC ("vTvx II"), which hold 95% and 5%, respectively, of vTv Therapeutics Holdings LLC, which holds 25,000,000 shares of Class B common stock of the Issuer ("Class B Common Stock") and 25,000,000 Nonvoting Common Units of vTv Therapeutics LLC ("vTv Units"). 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. |
(2) |
Upon redemption, liquidation or other distribution of proceeds with respect to a capital transaction, the Profits-only Units entitle the holder to a distribution equal to the Applicable Percentage multiplied by the positive difference, if any, between (A) the fair market value of M&F TTP's assets (based on the fair market value of M&F TTP's indirect ownership of Class A Common Stock on an as-converted basis) as of the redemption, liquidation or other distribution date and (B) the fair market value of M&F TTP's assets (based on the fair market value of M&F TTP's indirect ownership of Class A Common Stock on an as-converted basis) prior to the issuance of the Profits-only Units, determined using the Issuer's initial public offering price for shares of Class A common stock, subject to certain conditions. |
(3) |
M&F TTP may, at its option, make distributions with respect to the Profits-only Units in the form of securities of the Issuer or its subsidiaries or in the form of cash. The Issuer is not party to the limited liability company agreement of M&F TTP and therefore has no obligations (payment or otherwise) with respect to the Profits-only Units. No exercise price for the Profits-only Units is listed because no additional amounts need be paid by Mr. Savas in respect of such Profits-only Units and the Profits-only Units do not expire. |