Director Baker Bros. Advisors Lp was granted 51,000 shares (SEC Form 4)

9/5/25 4:15:03 PM ET

$VTVT

Biotechnology: Pharmaceutical Preparations

Health Care

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
vTv Therapeutics Inc. [ VTVT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/03/2025		A		4,308⁽¹⁾	A	⁽¹⁾⁽²⁾	12,368	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	09/03/2025		A		46,692⁽¹⁾	A	⁽¹⁾⁽²⁾	135,946	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Prefunded Warrants⁽¹⁾	$0.01	09/03/2025		A		217,144⁽¹⁾		⁽⁷⁾⁽⁸⁾	⁽¹⁾	Common Stock	217,144	⁽¹⁾⁽²⁾	472,092	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Prefunded Warrants⁽¹⁾	$0.01	09/03/2025		A		2,353,913⁽¹⁾		⁽⁷⁾⁽⁸⁾	⁽¹⁾	Common Stock	2,353,913	⁽¹⁾⁽²⁾	5,176,974	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Warrant⁽¹⁾	⁽⁹⁾	09/03/2025		A		221,452⁽¹⁾		⁽⁷⁾⁽⁸⁾⁽⁹⁾	⁽⁹⁾	Common Stock or Prefunded Warrant⁽⁹⁾	221,452	⁽¹⁾⁽²⁾	221,452	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Common Warrant⁽¹⁾	⁽⁹⁾	09/03/2025		A		2,400,605⁽¹⁾		⁽⁷⁾⁽⁸⁾⁽⁹⁾	⁽⁹⁾	Common Stock or Prefunded Warrant⁽⁹⁾	2,400,605	⁽¹⁾⁽²⁾	2,400,605	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

667, L.P.

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Baker Brothers Life Sciences LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

BAKER FELIX

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

BAKER JULIAN

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Baker Bros. Advisors (GP) LLC

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

Explanation of Responses:

1. Pursuant to a securities purchase agreement (the "SPA") entered into between vTv Therapeutics Inc. (the "Issuer") and 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds") and other institutional investors, the Issuer agreed to issue and sell and 667 and Life Sciences agreed to acquire in a private placement ("Private Placement") that closed on September 3, 2025 221,452 and 2,400,605 units (the "Units"), respectively, each Unit comprised of (i) (A) one share of the Issuer's Class A Common Stock ("Common Stock") or (B) a prefunded warrant to purchase Common Stock at an exercise price of $0.01 per share with no expiration date ("Prefunded Warrants") and (ii) a warrant (the "Common Warrants") to purchase, at the holder's election, either one share of Common Stock or a Prefunded Warrant.

2. The Units were sold at a per-Unit price of (x) $15.265, in the case of Units including a share of Common Stock, and (y) $15.255, in the case of Units including a Prefunded Warrant.

3. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

4. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

5. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

6. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

7. The Prefunded Warrants and Common Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock (the "Maximum Percentage").

8. By written notice to the Issuer, 667 and Life Sciences may increase or decrease the Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

9. The Common Warrants are exercisable for (x) $22.71, if exercised for a shares of Common Stock, or (y) $22.70, if exercised for a Prefunded Warrant, in either case, at any time after their original issuance, and will expire upon the earlier to occur of (i) September 3, 2030 and (ii) 90 days following the announcement of positive top-line data from the Issuer's ongoing CATT1 clinical trial.

Remarks:

Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP is a director of vTv Therapeutics Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.

	By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	09/05/2025
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	09/05/2025
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., /s/ Name: Scott L. Lessing, Title: President	09/05/2025
	/s/ Felix J. Baker	09/05/2025
	/s/ Julian C. Baker	09/05/2025
	By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	09/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Date

Price Target

Rating

Analyst

2/18/2022

$5.00

Overweight

Cantor Fitzgerald

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

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

Amount

(A) or (D)

Price

Common Stock

09/03/2025

4,308⁽¹⁾

⁽¹⁾⁽²⁾

12,368

See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾

Common Stock

09/03/2025

46,692⁽¹⁾

⁽¹⁾⁽²⁾

135,946

See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Prefunded Warrants⁽¹⁾

$0.01

09/03/2025

217,144⁽¹⁾

⁽⁷⁾⁽⁸⁾

⁽¹⁾

Common Stock

217,144

⁽¹⁾⁽²⁾

472,092

See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾

Prefunded Warrants⁽¹⁾

$0.01

09/03/2025

2,353,913⁽¹⁾

⁽⁷⁾⁽⁸⁾

⁽¹⁾

Common Stock

2,353,913

⁽¹⁾⁽²⁾

5,176,974

See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾

Common Warrant⁽¹⁾

⁽⁹⁾

09/03/2025

221,452⁽¹⁾

⁽⁷⁾⁽⁸⁾⁽⁹⁾

⁽⁹⁾

Common Stock or Prefunded Warrant⁽⁹⁾

221,452

⁽¹⁾⁽²⁾

221,452

See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾

Common Warrant⁽¹⁾

⁽⁹⁾

09/03/2025

2,400,605⁽¹⁾

⁽⁷⁾⁽⁸⁾⁽⁹⁾

⁽⁹⁾

Common Stock or Prefunded Warrant⁽⁹⁾

2,400,605

⁽¹⁾⁽²⁾

2,400,605

See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾

Date

Price Target

Rating

Analyst

2/18/2022

$5.00

Overweight

Cantor Fitzgerald

Director Baker Bros. Advisors Lp was granted 51,000 shares (SEC Form 4)

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Recent Analyst Ratings for
$VTVT

Director Baker Bros. Advisors Lp was granted 51,000 shares (SEC Form 4)

Crush Q3 2025 with the Best AI Superconnector

Recent Analyst Ratings for
$VTVT

$VTVT
SEC Filings

vTv Therapeutics Inc. filed SEC Form 8-K: Regulation FD Disclosure

SEC Form 8-K filed by vTv Therapeutics Inc.

SEC Form 10-Q filed by vTv Therapeutics Inc.

$VTVT
Press Releases

UPDATE -- vTv Therapeutics to Participate in Upcoming September Investor Conferences

vTv Therapeutics to Participate in Upcoming September Investor Conferences

vTv Therapeutics Announces $80 Million Private Placement with Leading Healthcare Institutional Investors and the T1D Fund

$VTVT
Insider Trading

SEC Form 4 filed by Director Akkaraju Srinivas