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Filing Details

Accession Number:: 0000899243-22-035380
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-11-08 17:51:29
Reporting Period:: 2022-11-04

Accepted Time:: 2022-11-08 17:51:29
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1840574	Verve Therapeutics Inc.	VERV	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1585001	Krishna Yeshwant	C/O Verve Therapeutics, Inc. 201 Brookline Avenue, Suite 601 Boston MA 02215		Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2022-11-04	48,583	$0.00	6,108,442	No	4	J	Indirect	By GV 2017 L.P.
Common Stock	Disposition	2022-11-04	47,690	$31.12	4,260,940	No	4	S	Indirect	By GV 2019 L.P.
Common Stock	Disposition	2022-11-04	650	$31.99	4,260,290	No	4	S	Indirect	By GV 2019 L.P.
Common Stock	Disposition	2022-11-04	243	$32.90	4,260,047	No	4	S	Indirect	By GV 2019 L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	By GV 2017 L.P.
No	4	S	Indirect	By GV 2019 L.P.
No	4	S	Indirect	By GV 2019 L.P.
No	4	S	Indirect	By GV 2019 L.P.

Footnotes

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.
(Continued from footnote 2) Dr. Yeshwant disclaims beneficial ownership of the shares held by the 2017 Partnership 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 $30.51 to $31.46, 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 5 and footnote 6 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 $31.58 to $32.20, 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.
(Continued from Footnote 7) Dr. Yeshwant disclaims beneficial ownership of the shares held by the 2019 Partnership 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.