SecProbe.io

July 10, 2015

Stephen L. Holcombe
President and Chief Executive Officer
vTv Therapeutics Inc.
4170 Mendenhall Oaks Pkwy
High Point, NC 27265

Re: vTv Therapeutics Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed July 2, 2015
Response dated July 8, 2015
  File No. 333 -204951

Dear Mr. Holcombe:

We have reviewed your  response dated July 8, 2015 and have the following comments  in
addition to our comment letter dated July 8, 2015 .  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing  the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and th e information you
provide in response to these comments, we may have additional comments.

Response dated July 8, 2015

Our Principal Equityholder, page 7

1. We reviewed your response dated July 8, 2015.   Here and on page 44 of your response,
you indicate MacAndrews or its affiliates will have approximately 81.0% of the
combined voting power of your outstanding stock after the offering (or 78.2% if the
underwriters exercise their over -allotment option in full).   Please tell us how you
computed these percent ages.

Stephen L. Holcombe
vTv Therapeutics Inc.
July 10, 2015
Page 2

 Summary Historical and Pro Forma Financial Data, page 12
Capitalization, page 54
Unaudited Pro Forma Condensed Combined Balance Sheet, page 64

2. We reviewed your response dated July 8, 2015 and the amounts you plan to include in the
pro forma col umns.   It appears based upon your disclosures on page 66 of your response
that after the offering the registrant will have a 23.8% economic interest in vTv
Therapeutics LLC and the remaining 76.2% economic interest will be attributable to non -
controlling i nterest.   Please tell us what vTv Therapeutics LLC’s net assets were on a pro
forma basis and explain how the amounts presented in the pro forma column for total
(deficit) equity (excluding non -controlling interest) and deficit attributable to non -
controll ing interest were computed.   If the equity attributable to non -controlling interest
in the pro forma column is not 76.2% of vTv Therapeutics LLC’s net assets on a pro
forma basis, please also explain your basis in GAAP for the amounts presented.   Refer to
ASC 810 -10-45-23.  Please consider the impact on other parts of your filing, such as the
dilution table, as well.

3. We reviewed your response dated July 8, 2015.   On pages 55 and 64 of your response,
you describe the Class B shares as being outstanding on a  reorganization pro forma
basis.   However, no dollar amount is shown for the Class B shares in the reorganization
pro forma column.   Please revise or advise.

You may contact Raj Rajan at (202) 551 -3388 or Rufus Decker at (202) 551 -3769 if you
have questio ns regarding comments on the financial statements and related matters.  Please
contact Ronald E. Alper at (202) 551 -3329 or Pam Howell at (202) 551 -3357 with any other
questions.

Sincerely,

 /s/ Pamela Howell
 for

 John Reynolds
Assistant Director

cc: Lawrence G. Wee, Esq .
      Paul, Weiss, Rifkind, Wharton & Garrison LLP