0000899243-21-024291.txt : 20210616 0000899243-21-024291.hdr.sgml : 20210616 20210616194048 ACCESSION NUMBER: 0000899243-21-024291 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210616 FILED AS OF DATE: 20210616 DATE AS OF CHANGE: 20210616 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yeshwant Krishna CENTRAL INDEX KEY: 0001585001 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 211022934 MAIL ADDRESS: STREET 1: C/O GOOGLE VENTURES 2011, L.P. STREET 2: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Verve Therapeutics, Inc. CENTRAL INDEX KEY: 0001840574 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 824800132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 TECHNOLOGY SQUARE CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: (978) 501-3026 MAIL ADDRESS: STREET 1: 500 TECHNOLOGY SQUARE CITY: CAMBRIDGE STATE: MA ZIP: 02139 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-06-16 0 0001840574 Verve Therapeutics, Inc. VERV 0001585001 Yeshwant Krishna C/O VERVE THERAPEUTICS, INC. 500 TECHNOLOGY SQUARE, SUITE 901 CAMBRIDGE MA 02139 1 0 1 0 Series A Preferred Stock Common Stock 6320905 I By GV 2017, L.P Series A-2 Preferred Stock Common Stock 4029244 I By GV 2019 L.P Series B Preferred Stock Common Stock 443265 I By GV 2019 L.P The Series A Preferred Stock is convertible into common stock on a 9.2595-for-1 basis into the number of shares of common stock shown in Column 3 without payment of further consideration at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date. The reported securities are held directly by GV 2017, L.P. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote or dispose of these shares. Dr. Yeshwant is an affiliate of GV 2017 GP, L.P. but does not have voting or dispositive power over the shares held by GV 2017, L.P. Dr. Yeshwant disclaims beneficial ownership of the shares held by GV 2017, L.P. except to the extent of his pecuniary interest, if any, therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported securities for the purpose of Section 16 or for any other purpose The Series A-2 Preferred Stock is convertible into common stock on a 9.2595-for-1 basis into the number of shares of common stock shown in Column 3 without payment of further consideration at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date. The reported securities are held directly by GV 2019, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote or dispose of these shares. Dr. Yeshwant is an affiliate of GV 2019 GP, L.P. but does not have voting or dispositive power over the shares held by GV 2019, L.P. Dr. Yeshwant disclaims beneficial ownership of the shares held by GV 2019, L.P. except to the extent of his pecuniary interest, if any, therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported securities for the purpose of Section 16 or for any other purpose The Series B Preferred Stock is convertible into common stock on a 9.2595-for-1 basis into the number of shares of common stock shown in Column 3 without payment of further consideration at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date. Exhibit Index: 24.1 Power of Attorney /s/ Andrew Ashe, Attorney-in-Fact 2021-06-16 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                                                                    Exhibit 24.1

           LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

    Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Andrew Ashe, Margaret Beaudoin and Yasser El-Gamal, signing
singly and each acting individually, as the undersigned's true and lawful
attorney-in-fact with full power and authority as hereinafter described to:

    (1)  execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or stockholder of Verve Therapeutics, Inc.
(the "Company"), Forms 3, 4, and 5 (including any amendments thereto) in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended, and the rules thereunder (the "Exchange Act");

    (2)  do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any such
Form 3, 4, or 5, prepare, complete and execute any amendment or amendments
thereto, and timely deliver and file such form with the United States Securities
and Exchange Commission (the "SEC") and any stock exchange or similar authority,
including, without limitation, the filing of a Form ID, Update Passphrase, or
any other application materials to enable the undersigned to gain or maintain
access to the Electronic Data Gathering, Analysis and Retrieval system of the
SEC;

    (3)  seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorney-in-fact and approves and
ratifies any such release of information; and

    (4)  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
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.  The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act.

    This Power of Attorney shall remain in full force and effect until 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,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.


    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 21st day of May, 2021.


                                        /s/ Krishna Yeshwant
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                                        Signature

                                        Krishna Yeshwant
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                                        Print Name