BAKER BROS. ADVISORS LP - 03 Sep 2025 Form 4 Insider Report for vTv Therapeutics Inc. (VTVT)

Reporting relationship: Director
Issuer ticker: VTVT
Reported as of: 03 Sep 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 05 Sep 2025, 16:15:03 UTC
Prior SEC filing: 20 Aug 2025
Next SEC filing: 10 Sep 2025
Source filing: View source filing
Reporting owner signature: By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing

Key filing fact

BAKER BROS. ADVISORS LP filed Form 4 for vTv Therapeutics Inc. (VTVT) on 05 Sep 2025.

Key facts

This page summarizes BAKER BROS. ADVISORS LP's Form 4 filing for vTv Therapeutics Inc. (VTVT).
6 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 05 Sep 2025, 16:15.

Change

Previous filing in this sequence was filed on 20 Aug 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (6)

CIK 0001263508 Primary reporting owner

BAKER BROS. ADVISORS LP

Relationship: Director
Address: 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK
Signature: By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
Signature date: 05 Sep 2025

CIK 0001551139

667, L.P.

Relationship: Director
Address: 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK
Signature: 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
Signature date: 05 Sep 2025

CIK 0001363364

Baker Brothers Life Sciences LP

Relationship: Director
Address: 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK
Signature: 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
Signature date: 05 Sep 2025

CIK 0001087940

BAKER FELIX

Relationship: Director
Address: 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK
Signature: /s/ Felix J. Baker
Signature date: 05 Sep 2025

CIK 0001087939

BAKER JULIAN

Relationship: Director
Address: 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK
Signature: /s/ Julian C. Baker
Signature date: 05 Sep 2025

CIK 0001580575

Baker Bros. Advisors (GP) LLC

Relationship: Director
Address: 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK
Signature: By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
Signature date: 05 Sep 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

VTVT transaction

Common Stock

Award

Transaction value
Shares: +4,308
Change %: +53%
Price
Shares after: 12,368
Date: 03 Sep 2025
Ownership: See Footnotes
Footnotes: F1, F2, F3, F4, F5

VTVT transaction

Common Stock

Award

Transaction value
Shares: +46,692
Change %: +52%
Price
Shares after: 135,946
Date: 03 Sep 2025
Ownership: See Footnotes
Footnotes: F1, F2, F4, F5, F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

VTVT transaction Derivative

Prefunded Warrants

Award

Transaction value
Shares: +217,144
Change %: +85%
Price
Shares after: 472,092
Date: 03 Sep 2025
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 217,144
Exercise price: $0.0100
Footnotes: F1, F2, F3, F4, F5, F7, F8

VTVT transaction Derivative

Prefunded Warrants

Award

Transaction value
Shares: +2,353,913
Change %: +83%
Price
Shares after: 5,176,974
Date: 03 Sep 2025
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 2,353,913
Exercise price: $0.0100
Footnotes: F1, F2, F4, F5, F6, F7, F8

VTVT transaction Derivative

Common Warrant

Award

Transaction value
Shares: +221,452
Change %
Price
Shares after: 221,452
Date: 03 Sep 2025
Ownership: See Footnotes
Underlying class: Common Stock or Prefunded Warrant
Underlying amount: 221,452
Exercise price
Footnotes: F1, F2, F3, F4, F5, F7, F8, F9

VTVT transaction Derivative

Common Warrant

Award

Transaction value
Shares: +2,400,605
Change %
Price
Shares after: 2,400,605
Date: 03 Sep 2025
Ownership: See Footnotes
Underlying class: Common Stock or Prefunded Warrant
Underlying amount: 2,400,605
Exercise price
Footnotes: F1, F2, F4, F5, F6, F7, F8, F9

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 9 footnotes

Footnote F1

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.

Footnote F2

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.

Footnote F3

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.

Footnote F4

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.

Footnote F5

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.

Footnote F6

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.

Footnote F7

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").

Footnote F8

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.

Footnote F9

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.

SEC 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.