0001209191-21-032460.txt : 20210513 0001209191-21-032460.hdr.sgml : 20210513 20210513192016 ACCESSION NUMBER: 0001209191-21-032460 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210513 FILED AS OF DATE: 20210513 DATE AS OF CHANGE: 20210513 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEIDENBERG BETH C CENTRAL INDEX KEY: 0001184592 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40407 FILM NUMBER: 21921363 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vera Therapeutics, Inc. CENTRAL INDEX KEY: 0001831828 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 812744449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 170 HARBOR WAY STREET 2: 3RD FLOOR CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-770-0077 MAIL ADDRESS: STREET 1: 170 HARBOR WAY STREET 2: 3RD FLOOR CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-05-13 0 0001831828 Vera Therapeutics, Inc. VERA 0001184592 SEIDENBERG BETH C C/O VERA THERAPEUTICS, INC. 170 HARBOR WAY, 3RD FLOOR SOUTH SAN FRANCISCO CA 94080 1 0 0 0 Series A Preferred Stock Class A Common Stock 423642 I See footnote Series B Preferred Stock Class A Common Stock 100526 I See footnote Series C Preferred Stock Class A Common Stock 818984 I See footnote Stock Option (right to buy) 2.8968 2030-12-15 Class A Common Stock 69043 D The Series A Preferred Stock is convertible into Class A Common Stock on a 11.5869:1 basis (on an adjusted basis, after giving effect to the reverse stock split of the Class A Common Stock effected by the Issuer on May 7, 2021) and has no expiration date. Upon filing of the Issuer's Restated Certificate of Incorporation in connection with the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Class A Common Stock of the Issuer. Consists of 409,620 shares of Class A Common Stock issuable upon the deemed conversion of the Issuer's Series A Preferred Stock held by Kleiner Perkins Caufield & Byers XVI, LLC ("KPCB XVI") and 14,022 shares of Class A Common Stock issuable upon the deemed conversion of the Issuer's Series A Preferred Stock held by KPCB XVI Founders Fund, LLC ("XVI Founders"). All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XVI is KPCB XVI Associates, LLC ("XVI Associates"). L. John Doerr, Beth Seidenberg, Randy Komisar, Theodore E. Schlein and Wen Hsieh, the managing members of KPCB XVI Associates, exercise shared voting and dispositive control over the shares held by KPCB XVI. Such managing members disclaim beneficial ownership of all shares held by KPCB XVI except to the extent of their pecuniary interest therein. The Series B Preferred Stock is convertible into Class A Common Stock on a 11.5869:1 basis (on an adjusted basis, after giving effect to the reverse stock split of the Class A Common Stock effected by the Issuer on May 7, 2021) and has no expiration date. Upon filing of the Issuer's Restated Certificate of Incorporation in connection with the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Class A Common Stock of the Issuer. Consists of 97,199 shares of Class A Common Stock issuable upon the deemed conversion of the Issuer's Series B Preferred Stock held by KPCB XVI and 3,327 shares of Class A Common Stock issuable upon the deemed conversion of the Issuer's Series B Preferred Stock held by XVI Founders. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XVI is XVI Associates. L. John Doerr, Beth Seidenberg, Randy Komisar, Theodore E. Schlein and Wen Hsieh, the managing members of KPCB XVI Associates, exercise shared voting and dispositive control over the shares held by KPCB XVI. Such managing members disclaim beneficial ownership of all shares held by KPCB XVI except to the extent of their pecuniary interest therein. The Series C Preferred Stock is convertible into Class A Common Stock on a 11.5869:1 basis (on an adjusted basis, after giving effect to the reverse stock split of the Class A Common Stock effected by the Issuer on May 7, 2021) and has no expiration date. Upon filing of the Issuer's Restated Certificate of Incorporation in connection with the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Class A Common Stock of the Issuer. Consists of 791,876 shares of Class A Common Stock issuable upon the deemed conversion of the Issuer's Series C Preferred Stock held by KPCB XVI and 27,108 shares of Class A Common Stock issuable upon the deemed conversion of the Issuer's Series C Preferred Stock held by XVI Founders. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XVI is XVI Associates. L. John Doerr, Beth Seidenberg, Randy Komisar, Theodore E. Schlein and Wen Hsieh, the managing members of KPCB XVI Associates, exercise shared voting and dispositive control over the shares held by KPCB XVI. Such managing members disclaim beneficial ownership of all shares held by KPCB XVI except to the extent of their pecuniary interest therein. 1/36 of the shares subject to the option vested on January 16, 2021, and 1/36 of the shares vest monthly thereafter. /s/ Joseph R. Young, Attorney-in-Fact 2021-05-13 EX-24.3_984879 2 poa.txt POA DOCUMENT POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS that the undersigned hereby constitutes and appoints each of Joseph R. Young of Vera Therapeutics, Inc., and Jodie Bourdet, Carlton Fleming, Daniel P. Eitutis and Kris Tsao Cachia of Cooley LLP, signing individually, the undersigned's true and lawful attorneys-in-fact and agents to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or more than 10% stockholder of Vera Therapeutics, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of May, 2021. /s/ Beth Seidenberg