SEC FORM 4

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

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

1. Name and Address of Reporting Person^*

FRY JOHN A

(Last)

(First)

(Middle)

C/O VTV THERAPEUTICS INC.

3980 PREMIER DRIVE, SUITE 310

(Street)

HIGH POINT

27265

(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)
07/01/2022

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

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

X	Form filed by One Reporting Person
	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)

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)
Director stock option (right to buy)	$0.72	07/01/2022		A		137,077		⁽¹⁾	07/01/2032	Class A Common Stock	137,077	$0	137,077	D
Director stock option (right to buy)	$5.35							⁽³⁾	05/12/2026	Class A Common Stock	17,500		17,500⁽²⁾	D
Director stock option (right to buy)	$5.31							⁽⁴⁾	05/01/2027	Class A Common Stock	15,000		15,000⁽²⁾	D
Director stock option (right to buy)	$1.79							⁽⁵⁾	04/30/2028	Class A Common Stock	15,000		15,000⁽²⁾	D
Director stock option (right to buy)	$1.45							⁽⁶⁾	04/29/2029	Class A Common Stock	15,000		15,000⁽²⁾	D
Director stock option (right to buy)	$2.65							⁽⁷⁾	06/11/2030	Class A Common Stock	15,000		15,000⁽²⁾	D
Director stock option (right to buy)	$2.54							⁽⁸⁾	05/03/2031	Class A Common Stock	15,000		15,000⁽²⁾	D

Explanation of Responses:

1. An option to purchase 80,128 shares vested immediately on July 1, 2022. The remaining option to purchase 56,949 shares vests on June 1, 2023.

2. On May 16, 2016, May 3, 2017, May 2, 2018, May 1, 2019, June 15, 2020 and May 5, 2021, the reporting person filed Form 4s which inadvertently aggregated options to purchase shares of Class A common stock with different exercise prices and expiration dates. These errors have been corrected in the options beneficially owned in this Form 4.

3. An option to purchase 138 shares vested immediately on May 12, 2016. The remaining option to purchase 17,362 shares vests in equal monthly installments over the three-year period beginning on May 12, 2016.

4. Vests in equal monthly installments over the three-year period beginning on May 1, 2017.

5. Vests in equal monthly installments over the three-year period beginning on April 30, 2018.

6. Vests in equal monthly installments over the three-year period beginning April 29, 2019.

7. Vests in equal monthly installments over the three-year period beginning June 11, 2020.

8. Vests in equal monthly installments over the three-year period beginning May 3, 2021.

	/s/ Richard S. Nelson as Attorney-in-Fact	07/06/2022
	** 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.
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SEC Form 4 filed by Fry John A