0000899243-22-035228.txt : 20221104 0000899243-22-035228.hdr.sgml : 20221104 20221104175808 ACCESSION NUMBER: 0000899243-22-035228 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221102 FILED AS OF DATE: 20221104 DATE AS OF CHANGE: 20221104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yeshwant Krishna CENTRAL INDEX KEY: 0001585001 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 221363262 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: 201 BROOKLINE AVENUE STREET 2: SUITE 601 CITY: BOSTON STATE: MA ZIP: 02215 BUSINESS PHONE: (978) 501-3026 MAIL ADDRESS: STREET 1: 201 BROOKLINE AVENUE STREET 2: SUITE 601 CITY: BOSTON STATE: MA ZIP: 02215 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-11-02 0 0001840574 Verve Therapeutics, Inc. VERV 0001585001 Yeshwant Krishna C/O VERVE THERAPEUTICS, INC. 201 BROOKLINE AVENUE, SUITE 601 BOSTON MA 02215 1 0 1 0 Common Stock 2022-11-02 4 J 0 28651 0.00 D 6206594 I By GV 2017 L.P. Common Stock 2022-11-02 4 S 0 9350 34.7754 D 4377500 I By GV 2019 L.P. Common Stock 2022-11-02 4 S 0 10372 36.2786 D 4367128 I By GV 2019 L.P. Common Stock 2022-11-02 4 S 0 8930 36.775 D 4358198 I By GV 2019 L.P. Common Stock 2022-11-03 4 J 0 49569 0.00 D 6157025 I By GV 2017 L.P. Common Stock 2022-11-03 4 S 0 22279 32.3155 D 4335919 I By GV 2019 L.P. Common Stock 2022-11-03 4 S 0 25534 33.1384 D 4310385 I By GV 2019 L.P. Common Stock 2022-11-03 4 S 0 1755 33.8373 D 4308630 I By GV 2019 L.P. The reported transaction represents a pro rata in-kind distribution, for no consideration, by GV 2017, L.P. (the "2017 Partnership") to its partners, which resulted in all of the securities reported in Column 4 of this row being distributed to the direct ownership of the 2017 Partnership's affiliate, Alphabet Holdings LLC ("Alphabet Holdings"). The aforementioned distribution was made in accordance with the exemptions afforded pursuant to Rules 16a-13 and/or 16a-9 promulgated under the Securities Exchange Act of 1934, as amended. The securities reported in this row are directly held by the 2017 Partnership. The general partner of the 2017 Partnership is GV 2017 GP, L.P. (the "2017 GP"). The general partner of the 2017 GP is GV 2017 GP, L.L.C. ("GV 2017 LLC"). The sole managing member of GV 2017 LLC is Alphabet Holdings. The sole managing member of Alphabet Holdings is XXVI Holdings Inc. ("XXVI"). The sole controlling stockholder of XXVI is Alphabet Inc. Each of the 2017 GP, GV 2017 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to have voting and investment discretion over the securities directly beneficially owned by the 2017 Partnership. Each of the aforementioned parties disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Dr. Yeshwant is an affiliate of the 2017 GP but does not have voting or dispositive power over the shares held by the 2017 Partnership. Dr. Yeshwant disclaims beneficial ownership of the shares held by the 2017 Partnership (Continued Footnote 2) 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. This transaction was entered into pursuant to a Rule 10b5-1 plan previously adopted by GV 2019, L.P. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.56 to $38.60, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnotes 4 through 9 of this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.60 to $36.595, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.60 to $37.03, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.62 to $32.61, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.62 to $33.61, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.62 to $34.27, inclusive. The securities reported in this row are directly held by GV 2019, L.P. (the "2019 Partnership"). The general partner of the 2019 Partnership is GV 2019 GP, L.P. (the "2019 GP"). The general partner of the 2019 GP is GV 2019 GP, L.L.C. ("GV 2019 LLC"). The sole managing member of GV 2019 LLC is Alphabet Holdings. The sole managing member of Alphabet Holdings is XXVI. The sole controlling stockholder of XXVI is Alphabet Inc. Each of the 2019 GP, GV 2019 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to have voting and investment discretion over the securities directly beneficially owned by the 2019 Partnership. Each of the aforementioned parties disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Dr. Yeshwant is an affiliate of 2019 GP but does not have voting or dispositive power over the shares held by the 2019 Partnership. Dr. Yeshwant disclaims beneficial ownership of the shares held by the 2019 Partnership (Continued Footnote 11) 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. /s/ Andrew Ashe, Attorney-in-Fact for Krishna Yeshwant 2022-11-04