FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Verve Therapeutics, Inc. [ VERV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/07/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/07/2022 | G | V | 160,000(1) | D | $0.00 | 317,839(2) | D | ||
Common Stock | 07/07/2022 | G | V | 160,000(1) | A | $0.00 | 240,997(1) | I | Kathiresan Family 2021 Irrevocable Trust | |
Common Stock | 80,997 | I | Sekar Kathiresan 2021 Irrevocable Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $8.24 | 07/12/2022 | G(3) | V | 140,000 | (4) | 02/11/2031 | Common Stock | 140,000 | $0.00 | 291,988 | D | |||
Stock Option (right to buy) | $2.87 | 07/12/2022 | G(5) | V | 160,000 | (6) | 09/15/2030 | Common Stock | 160,000 | $0.00 | 445,308 | D | |||
Stock Option (right to buy) | $8.24 | 07/12/2022 | G | V | 140,000 | (7) | 02/11/2031 | Common Stock | 140,000 | $0.00 | 140,000(3) | I | Sekar Kathiresan 2022 Annuity Trust | ||
Stock Option (right to buy) | $2.87 | 07/12/2022 | G | V | 160,000 | (7) | 09/15/2030 | Common Stock | 160,000 | $0.00 | 300,000(5) | I | Sekar Kathiresan 2022 Annuity Trust |
Explanation of Responses: |
1. On July 7, 2022, the reporting person transferred 160,000 shares of Verve Therapeutics, Inc. (the "Company") common stock to a family trust. Members of the reporting person's immediate family are the beneficiaries of the trust. |
2. Includes 314 shares of the Company's common stock acquired under the Verve Therapeutics, Inc. Amended and Restated 2021 Employee Stock Purchase Plan. |
3. On July 12, 2022, the reporting person transferred an employee stock option to purchase 140,000 shares of common stock of the Company to a grantor retained annuity trust of which the reporting person is trustee. The reporting person and members of his immediate family are the sole beneficiaries of the trust. |
4. The remaining shares underlying this option, which was granted on February 12, 2021, vest in equal monthly installments until February 1, 2025. |
5. On July 12, 2022, the reporting person transferred an employee stock option to purchase 160,000 shares of common stock of the Company to a grantor retained annuity trust of which the reporting person is trustee. The reporting person and members of his immediate family are the sole beneficiaries of the trust. |
6. The remaining shares underlying this option, which was granted on September 16, 2020, vest in equal monthly installments until September 16, 2024. |
7. The shares underlying the option being transferred were fully vested as of the date of transfer. |
Remarks: |
/s/ Andrew Ashe, as Attorney-in-Fact for Sekar Kathiresan | 07/15/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |