0000950170-25-099259.txt : 20250728 0000950170-25-099259.hdr.sgml : 20250728 20250728171522 ACCESSION NUMBER: 0000950170-25-099259 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20250725 FILED AS OF DATE: 20250728 DATE AS OF CHANGE: 20250728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lister Troy CENTRAL INDEX KEY: 0002023489 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 251156634 MAIL ADDRESS: STREET 1: C/O VERVE THERAPEUTICS, INC. STREET 2: 201 BROOKLINE AVENUE, SUITE 601 CITY: BOSTON STATE: MA ZIP: 02215 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Verve Therapeutics, Inc. CENTRAL INDEX KEY: 0001840574 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 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 ownership.xml 4 X0508 4 2025-07-25 true 0001840574 Verve Therapeutics, Inc. VERV 0002023489 Lister Troy C/O VERVE THERAPEUTICS, INC. 201 BROOKLINE AVENUE, SUITE 601 BOSTON MA 02215 false true false false Chief Scientific Officer false Common Stock 2025-07-25 4 U false 6952 D 0 D Stock Option (right to buy) 6.01 2025-07-25 4 D false 225000 D Common Stock 225000 0 D Restricted Stock Units 0 2025-07-25 4 D false 40000 D Common Stock 40000 0 D Restricted Stock Units 0 2025-07-25 4 D false 12075 D Common Stock 12075 0 D Restricted Stock Units 0 2025-07-25 4 D false 6630 D Common Stock 6630 0 D Stock Option (right to buy) 5.29 2025-07-25 4 D false 32000 D Common Stock 32000 0 D Stock Option (right to buy) 12.75 2025-07-25 4 D false 69500 D Common Stock 69500 0 D 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 in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), 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 (continued from footnote 1) and less any applicable tax withholding, upon the achievement of a certain specified milestone relating to the Issuer's business (the "Milestone Payment"), in accordance with the terms and subject to the conditions of a contingent value rights agreement entered 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 (the "Effective Time"). Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding stock option of Issuer having an exercise price less than the Cash Consideration (each such option, a "Cash-Out Stock Option") that is outstanding immediately prior to the Effective Time, whether or not vested, was automatically cancelled, by virtue of the Merger and without any action on the part of any holder of any Cash-Out Stock Option, and each holder of such Cash-Out Stock Option received (without interest) (i) an amount in cash (less any applicable tax withholdings) equal to the product of (a) the excess, if any, of the Cash Consideration over the applicable exercise price per share underlying such Cash-Out Stock Option multiplied by (b) the total number of shares of the Issuer's Common Stock subject to such Cash-Out Stock Option and (ii) one CVR for each share subject to such Cash-Out Stock Option (without regard to vesting). Pursuant to the terms of the Merger Agreement, at the Effective Time, each unvested Restricted Stock Unit ("RSU") that is outstanding immediately prior to the Effective Time was automatically cancelled, by virtue of the Merger and without any action on the part of any holder of any RSU, and each such holder of such RSU received (without interest) (x) an amount in cash (less any applicable tax withholdings) equal to the product of the Cash Consideration multiplied by the total number of Shares subject to such RSU and (y) one CVR for each RSU. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Stock Option having an exercise price equal to or greater than the Cash Consideration and less than the sum of the Cash Consideration and the Milestone Payment (each such option, a "Closing Date Contingent Option") that is outstanding immediately prior to the Effective Time, whether or not vested, was automatically cancelled, by virtue of the Merger and without any action on the part of any holder of any Closing Date Contingent Option, and each holder of such Closing Date Contingent Option is entitled to receive (without interest) an amount in cash (less any applicable tax withholdings) equal to the product of (i) the total number of shares of the Issuer's Common Stock subject to such Closing Date Contingent Option immediately prior to the Effective Time multiplied by (ii) the cash payment a holder of one CVR would receive, and when such payments are made to the holders of CVRs (without regard to vesting); (continued from footnote 5) provided that each such Closing Date Contingent Option shall only receive the excess of the sum of (x) the Cash Consideration plus (y) the Milestone Payment over the applicable exercise price of such Closing Date Contingent Option. /s/ Andrew Ashe, as Attorney-in-Fact for Troy Lister 2025-07-28