SCHEDULE 13G Amendment No. 1 VERVE THERAPEUTICS INC COMMON STOCK Cusip #92539P101 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #92539P101 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 1,503,398 Item 6: 0 Item 7: 4,841,725 Item 8: 0 Item 9: 4,841,725 Item 11: 10.051% Item 12: HC Cusip #92539P101 Item 1: Reporting Person - Abigail P. Johnson Item 2: (a) [ ] (b) [ ] Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 4,841,725 Item 8: 0 Item 9: 4,841,725 Item 11: 10.051% Item 12: IN Item 1(a). Name of Issuer: VERVE THERAPEUTICS INC Item 1(b). Address of Issuer's Principal Executive Offices: 500 Technology Square, Suite 901 Cambridge, MA 02139 US Item 2(a). Name of Person Filing: FMR LLC Item 2(b). Address or Principal Business Office or, if None, Residence: 245 Summer Street, Boston, Massachusetts 02210 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: COMMON STOCK Item 2(e). CUSIP Number: 92539P101 Item 3. Not Applicable Item 4. Ownership (a) Amount Beneficially Owned: 4,841,725 (b) Percent of Class: 10.051% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,503,398 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 4,841,725 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of VERVE THERAPEUTICS INC. No one other person's interest in the COMMON STOCK of VERVE THERAPEUTICS INC is more than five percent of the total outstanding COMMON STOCK. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. 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. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 28, 2021 Date /s/ Christopher Gouveia Signature Christopher Gouveia Duly authorized under Power of Attorney effective as of January 7, 2021, by and on behalf of FMR LLC and its direct and indirect subsidiaries* * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on December 28, 2021. Exhibit A Pursuant to the instructions in Item 7 of Schedule 13G, the following table lists the identity and Item 3 classification, if applicable, of each relevant entity that beneficially owns shares of the security class being reported on this Schedule 13G. Entity ITEM 3 Classification FIAM LLC IA Fidelity Institutional Asset Management Trust Company BK Fidelity Management & Research Company LLC * IA Fidelity Management Trust Company BK IMPRESA MANAGEMENT LLC IA Strategic Advisers LLC IA * Entity beneficially owns 5% or greater of the outstanding shares of the security class being reported on this Schedule 13G. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ("Fidelity Funds") advised by Fidelity Management & Research Company LLC ("FMR Co. LLC"), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees. This filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the "FMR Reporters"). This filing does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). RULE 13d-1(k)(1) AGREEMENT The undersigned persons, on December 28, 2021, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the COMMON STOCK of VERVE THERAPEUTICS INC at December 23, 2021. FMR LLC By /s/ Christopher Gouveia Christopher Gouveia Duly authorized under Power of Attorney effective as of January 7, 2021, by and on behalf of FMR LLC and its direct and indirect subsidiaries* Abigail P. Johnson By /s/ Christopher Gouveia Christopher Gouveia Duly authorized under Power of Attorney effective as of January 7, 2021, by and on behalf of Abigail P. Johnson* * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on December 28, 2021.
Exhibit 24 POWER OF ATTORNEY WHEREAS, each individual, entity, or group of entities, set forth in Exhibit A hereto (each, a "Grantor") has appointed Kevin M. Meagher with full power of substitution, for the Grantor and in her or its name, to notify companies and to sign such notices, filings or amendments thereto, in respect of interests in shares held, directly or beneficially, by the Grantor, pursuant to the laws and regulations of countries and other jurisdictions within the U.S. and other jurisdictions within North America, Central America, South America, Bermuda, and the Caribbean (collectively, the "Applicable Countries"), as shall from time to time be applicable to the Grantor. NOW, THEREFORE, the undersigned hereby constitutes and appoints each of Christopher Gouveia and Bryan Comtois as his substitute, to have all the powers of the undersigned regarding filings required with respect to each Grantor by the laws and regulations within the Applicable Countries. The Power of Attorney granted herein shall remain in full force and effect only for such time as the undersigned shall continue to be an officer of Fidelity Management & Research Company LLC, provided that, notwithstanding the foregoing, this Power of Attorney may be revoked in whole or in part at any time by the undersigned in writing. By /s/ Kevin M. Meagher Kevin M. Meagher Chief Compliance Officer of Fidelity Management & Research Company LLC Dated: January 7, 2021 Exhibit A 1. Abigail P. Johnson 2. FMR LLC 3. Fidelity Management & Research Company LLC 4. Strategic Advisers LLC 5. Fidelity Management Trust Company 6. Fidelity Management & Research (Hong Kong) Limited 7. Fidelity Management & Research (Japan) Limited 8. FMR Investment Management (UK) Limited 9. Fidelity Management & Research (Canada) ULC 10. Fidelity Investments Canada ULC 11. Fidelity Personal and Workplace Advisors LLC 12. Crosby Advisors LLC 13. Impresa Management LLC and the collective investment vehicles for which Impresa Management LLC acts as manager, general partner or general partner of the general partner 14. The Fidelity Equity and High Income Funds for which Fidelity Management & Research Company LLC serves as investment adviser 15. The Fidelity Fixed Income and Asset Allocation Funds for which Fidelity Management & Research Company LLC serves as investment adviser 16. The Funds for which Strategic Advisers LLC serves as investment adviser 17. FIAM Holdings LLC, FIAM LLC and Fidelity Institutional Asset Management Trust Company 18. FIL Limited and each of its direct and indirect subsidiaries 19. Pandanus Associates, Inc. and Pandanus Partners L.P.