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CORRESP
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Paul, Weiss, Rifkind, Wharton &
Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

July 14, 2015

VIA EDGAR

CONFIDENTIAL

Mr. Ronald E. Alper

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    vTv Therapeutics Inc.

    Amendment No. 2 to Registration Statement on Form S-1

    Filed July 1, 2015

    Response dated July 8, 2015

    File No. 333-204951

Ladies and Gentlemen:

On behalf of our client, vTv Therapeutics Inc.,
a Delaware corporation (the “Company”), we hereby submit in electronic form the accompanying changed pages (“Changed
Pages”) to the Company’s Registration Statement on Form S-1 (the “Registration Statement”)
marked to indicate proposed changes from the changed pages (the “July 8 Submission”) that were previously submitted
to the Staff of the Securities and Exchange Commission (the “Commission”) on July 8, 2015. For ease of reference,
in order to be able to show incremental blacklining, the blackline is based on the July 8 Submission, since no material changes
to the affected pages were made in Amendment No. 3 to the Registration Statement, which the Company filed on July 13, 2015.

The accompanying Changed Pages reflect proposed
responses of the Company to comments received from the Staff of the Commission (the “Staff”) in a letter from
John Reynolds, dated July 10, 2015 (the “Comment Letter”). The discussion below is presented in the order of
the numbered comments in the Comment Letter. Capitalized terms used in this letter but not otherwise defined have the meanings
given to them in the Registration Statement. For your convenience, references in the responses to page numbers are to the marked
Changed Pages.

    Mr. Ronald E. Alper
Division of Corporation Finance
Securities and Exchange Commission
Page 2

The Company has asked us to convey the following
as its responses to the Staff:

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
percentages.

 Response  to Comment 1

As shown on pages 7 and 44 of the July 8
Submission, the indicated percentages are based on combined voting power of MacAndrews or its affiliates if, in addition to its
25,000,000 shares of Class B common stock, MacAndrews or its affiliates purchased 1,562,500 shares of Class A common stock in the
offering. If MacAndrews or its affiliates purchase shares of Class A common stock in the offering, they will purchase some of the
7,812,500 shares of Class A common stock already being offered in the offering (8,984,375 shares if the underwriters fully exercise
their over-allotment option), and no additional shares of Class A common stock will be issued in the offering. The percentages
indicated were calculated as follows:

        Without
        Exercise of

Over-Allotment Option

        With
Full Exercise of

Over-Allotment Option

    Shares of Class B Common Stock Owned by MacAndrews or Affiliates
    25,000,000

    25,000,000

    Shares of Class A Common Stock Purchased by MacAndrews or Affiliates
    1,562,500

    1,562,500

    Total Shares Owned by MacAndrews or Affiliates
    26,562,500

    26,562,500

    Total Shares of Class A Common Stock Issued
     7,812,500

     8,984,375

    Total Shares of Class B Common Stock Issued
    25,000,000

    25,000,000

    Total Shares Issued and Outstanding After Offering
    32,812,500

    33,984,375

    Percentage of Combined Voting Power of MacAndrews and Affiliates(1)
    0.8095, or 81.0%

    0.7816, or 78.2%

 (1) Percentage of Combined Voting Power of MacAndrews and Affiliates is equal to the Total Shares Owned by MacAndrews or Affiliates
divided by Total Shares Issued and Outstanding After Offering.

    Mr. Ronald E. Alper
Division of Corporation Finance
Securities and Exchange Commission
Page 3

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 columns. 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 interest. 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- controlling 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.

 Response  to Comment 2

In response to the Staff’s comment,
the Company has revised its disclosure on page 64, as well as in other impacted parts of the filing, to indicate that the equity
attributable to non-controlling interest on a pro forma basis is $83,465,000. The non-controlling interest is calculated as 0.7619,
or 76.2%, of vTv Therapeutics LLC’s net assets on a pro forma basis ($109,548,000 as indicated in the vTv Therapeutics Pro
Forma column on page 64). The Company has made a conforming revision to the Summary Historical and Pro Forma Financial Data on
page 13 and to the Capitalization table on page 55. The Company considered the impact of this change on the dilution table on page
56 and concluded that no change was necessary as the dilution table calculations assume that all of the Class B common stock has
been exchanged for newly-issued shares of Class A common stock on a one-for-one basis, which eliminates the non-controlling interest
for purposes of those calculations.

 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.

Response to Comment 3

In response to the Staff’s comment,
the Company has revised its disclosures on pages 55 and 64 to reflect the 25,000,000 Class B common shares at their par value of
$0.01 per share, or $250,000 in total, in both the reorganization pro forma and pro forma columns, with a corresponding deficit
recorded in additional paid-in capital.

    Mr. Ronald E. Alper
Division of Corporation Finance
Securities and Exchange Commission
Page 4

* * * *

If you have any questions concerning the
accompanying pages, please do not hesitate to contact either the undersigned at (212) 373-3052 or David E. Sobel at (212) 373-3226.

    Sincerely,

    /s/ Lawrence G. Wee

    Lawrence G. Wee, Esq.

    cc:
    Stephen L. Holcombe

    vTv Therapeutics Inc.

    Marc D. Jaffe, Esq.

    Senet S. Bischoff, Esq.

    Latham & Watkins LLP