SCHEDULE 13G/A 0001104659-23-125007 0001733340 XXXXXXXX LIVE 3 Common Stock, par value $0.001 per share 07/25/2025 0001840574 VERVE THERAPEUTICS, INC. 92539P101 201 BROOKLINE AVENUE SUITE 601 BOSTON MA 02215 Rule 13d-1(c) GV 2017, L.P. DE 0.00 0.00 0.00 0.00 0.00 0.0 PN GV 2017 GP, L.P. DE 0.00 0.00 0.00 0.00 0.00 0.0 PN GV 2017 GP, L.L.C. DE 0.00 0.00 0.00 0.00 0.00 0.0 OO GV 2019, L.P. DE 0.00 0.00 0.00 0.00 0.00 0.0 PN GV 2019 GP, L.P. DE 0.00 0.00 0.00 0.00 0.00 0.0 PN GV 2019 GP, L.L.C. DE 0.00 0.00 0.00 0.00 0.00 0.0 OO GV 2023, L.P. DE 0.00 0.00 0.00 0.00 0.00 0.0 PN GV 2023 GP, L.P. DE 0.00 0.00 0.00 0.00 0.00 0.0 PN GV 2023 GP, L.L.C. DE 0.00 0.00 0.00 0.00 0.00 0.0 OO Alphabet Holdings LLC DE 0.00 0.00 0.00 0.00 0.00 0.0 OO Verily Life Sciences LLC DE 0.00 0.00 0.00 0.00 0.00 0.0 OO XXVI Holdings Inc. DE 0.00 0.00 0.00 0.00 0.00 0.0 CO Alphabet Inc. DE 0.00 0.00 0.00 0.00 0.00 0.0 HC CO VERVE THERAPEUTICS, INC. 201 BROOKLINE AVENUE, SUITE 601, BOSTON, MA, 02215. GV 2017, L.P., a Delaware limited partnership (the "2017 Partnership") GV 2017 GP, L.P., a Delaware limited partnership ("2017 GP") GV 2017 GP, L.L.C., a Delaware limited liability company ("2017 LLC") GV 2019, L.P., a Delaware limited partnership (the "2019 Partnership") GV 2019 GP, L.P., a Delaware limited partnership ("2019 GP") GV 2019 GP, L.L.C., a Delaware limited liability company ("2019 LLC") GV 2023, L.P., a Delaware limited partnership (the "2023 Partnership") GV 2023 GP, L.P., a Delaware limited partnership ("2023 GP") GV 2023 GP, L.L.C., a Delaware limited liability company ("2023 LLC") Alphabet Holdings LLC, a Delaware limited liability company ("Alphabet Holdings") Verily Life Sciences LLC, a Delaware limited liability company ("Verily") XXVI Holdings Inc., a Delaware corporation ("XXVI"), and Alphabet Inc., a Delaware corporation ("Parent" and, together with the 2017 Partnership, 2017 GP, 2017 LLC, the 2019 Partnership, 2019 GP, 2019 LLC, the 2023 Partnership, 2023 GP, 2023 LLC, Alphabet Holdings, Verily, and XXVI, the "Reporting Persons"). 1600 Amphitheatre Parkway Mountain View, CA 94043 Each of the Reporting Persons is formed, organized or incorporated, as applicable, in the State of Delaware. Y Reference to "beneficial ownership" of securities for purposes of this statement on Schedule 13G, amendment number 3 (this "Statement") shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As of July 25, 2025 (the "Effective Date"), which is the date as of which the Reporting Persons became obligated to file this Statement, the Reporting Persons own no securities of the Issuer and no shares of the Issuer's Common Stock. In connection with the terms of an Agreement and Plan of Merger, dated as of June 16, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's indirect wholly owned subsidiary, Ridgeway Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $10.50 per share, net to the stockholder in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR" and, together with the Cash Consideration, the "Offer Price"), which represents the contractual right to receive a contingent payment of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of a certain specified milestone relating to the Issuer's business, in accordance with the terms and subject to the conditions of a contingent value rights agreement entered into by and among Parent, the Purchaser, and Computershare Inc. and its affiliate, Computershare Trust Company, N.A., as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of July 25, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent. On the Effective Date, each outstanding share of the Issuer's Common Stock held by the Reporting Persons was accepted by the Purchaser, and was cancelled and converted into the right to receive the Offer Price, without interest, from the Purchaser. Following the consummation of the Merger, all shares of the Issuer's Common Stock will be delisted from trading on Nasdaq Global Select Market and deregistered under the Exchange Act. As of the Effective Date upon consummation of the Merger, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 0.0% of the Issuer's outstanding Common Stock. 2017 Partnership 0 2017 GP 0 2017 LLC 0 2019 Partnership 0 2019 GP 0 2019 LLC 0 2023 Partnership 0 2023 GP 0 2023 LLC 0 Alphabet Holdings 0 Verily 0 XXVI 0 Parent 0 2017 Partnership 0 2017 GP 0 2017 LLC 0 2019 Partnership 0 2019 GP 0 2019 LLC 0 2023 Partnership 0 2023 GP 0 2023 LLC 0 Alphabet Holdings 0 Verily 0 XXVI 0 Parent 0 2017 Partnership 0 2017 GP 0 2017 LLC 0 2019 Partnership 0 2019 GP 0 2019 LLC 0 2023 Partnership 0 2023 GP 0 2023 LLC 0 Alphabet Holdings 0 Verily 0 XXVI 0 Parent 0 2017 Partnership 0 2017 GP 0 2017 LLC 0 2019 Partnership 0 2019 GP 0 2019 LLC 0 2023 Partnership 0 2023 GP 0 2023 LLC 0 Alphabet Holdings 0 Verily 0 XXVI 0 Parent 0 N Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. GV 2017, L.P. /s/ Inga Goldbard 07/28/2025 GV 2017 GP, L.P. /s/ Inga Goldbard 07/28/2025 GV 2017 GP, L.L.C. /s/ Inga Goldbard 07/28/2025 GV 2019, L.P. /s/ Inga Goldbard 07/28/2025 GV 2019 GP, L.P. /s/ Inga Goldbard 07/28/2025 GV 2019 GP, L.L.C. /s/ Inga Goldbard 07/28/2025 GV 2023, L.P. /s/ Inga Goldbard 07/28/2025 GV 2023 GP, L.P. /s/ Inga Goldbard 07/28/2025 GV 2023 GP, L.L.C. /s/ Inga Goldbard 07/28/2025 Alphabet Holdings LLC /s/ Kathryn W. Hall 07/28/2025 Verily Life Sciences LLC /s/ Utpal Koppikar 07/28/2025 XXVI Holdings Inc. /s/ Kathryn W. Hall 07/28/2025 Alphabet Inc. /s/ Kathryn W. Hall 07/28/2025