0001209191-22-055791.txt : 20221104 0001209191-22-055791.hdr.sgml : 20221104 20221104161607 ACCESSION NUMBER: 0001209191-22-055791 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: Alphabet Inc. CENTRAL INDEX KEY: 0001652044 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 221362521 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-253-0000 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2017 GP, L.L.C. CENTRAL INDEX KEY: 0001733338 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 221362527 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2017 GP, L.P. CENTRAL INDEX KEY: 0001733339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 221362526 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2019, L.P. CENTRAL INDEX KEY: 0001845041 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 221362522 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PKWY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PKWY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2017, L.P. CENTRAL INDEX KEY: 0001733340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 221362525 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2019 GP, L.L.C. CENTRAL INDEX KEY: 0001845038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 221362524 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PKWY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PKWY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2019 GP, L.P. CENTRAL INDEX KEY: 0001845039 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 221362523 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PKWY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PKWY 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 0001733338 GV 2017 GP, L.L.C. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 0 1 Member of 10% Group 0001733339 GV 2017 GP, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 0 1 Member of 10% Group 0001733340 GV 2017, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 0 1 Member of 10% Group 0001845038 GV 2019 GP, L.L.C. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 0 1 Member of 10% Group 0001845039 GV 2019 GP, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 0 1 Member of 10% Group 0001845041 GV 2019, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 0 1 Member of 10% Group 0001652044 Alphabet Inc. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 0 1 Member of 10% Group 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 9349 34.7754 D 19302 I By Alphabet Holdings LLC Common Stock 2022-11-02 4 S 0 10372 36.2786 D 8930 I By Alphabet Holdings LLC Common Stock 2022-11-02 4 S 0 8930 36.775 D 0 I By Alphabet Holdings LLC 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 27290 I By Alphabet Holdings LLC Common Stock 2022-11-03 4 S 0 25535 33.1384 D 1755 I By Alphabet Holdings LLC Common Stock 2022-11-03 4 S 0 1755 33.8373 D 0 I By Alphabet Holdings LLC 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. This transaction was entered into pursuant to a Rule 10b5-1 plan previously adopted by the reporting person. 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 $35.29, 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 footnote 4 and in footnotes 6 and 7 and 9 through 11 of this Form 4. The securities reported in this row were directly held by Alphabet Holdings at the time of sale. As noted in footnote 2 above, XXVI is the sole member of Alphabet Holdings and Alphabet Inc. is the sole controlling stockholder of XXVI. Each of XXVI and Alphabet may be deemed to have voting and investment discretion over securities directly beneficially owned by Alphabet Holdings. Each of the aforementioned entities disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. 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 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. 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. /s/ Inga Goldbard, General Counsel of GV 2017 GP, L.L.C. 2022-11-04 /s/ Inga Goldbard, General Counsel of GV 2017 GP, L.P. 2022-11-04 /s/ Inga Goldbard, General Counsel of GV 2017, L.P. 2022-11-04 /s/ Inga Goldbard, General Counsel of GV 2019 GP, L.L.C. 2022-11-04 /s/ Inga Goldbard, General Counsel of GV 2019 GP, L.P. 2022-11-04 /s/ Inga Goldbard, General Counsel of GV 2019, L.P. 2022-11-04 /s/ Inga Goldbard, Attorney-in-Fact for Alphabet Inc. 2022-11-04