UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 - Exit Filing)*
Verve Therapeutics, Inc.
(Name of Issuer)
Common Stock par value $0.001 per share
(Title of Class of Securities)
92539P101
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 92539P101 |
13G | Page 2 of 7 Pages |
| Item 1(a). | Name of Issuer: |
Verve Therapeutics, Inc. (the “Issuer”).
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
201 Brookline Ave., Suite 601, Boston, MA 02215
| Item 2(a). | Name of Person Filing: |
ARCH Venture Fund X, L.P. (“AVF X”); ARCH Venture Partners X, L.P. (“AVP X LP”); ARCH Venture Partners X, LLC (“AVP X LLC”); ARCH Venture Fund X Overage, L.P. (“AVF X Overage”); ARCH Venture Partners X Overage, L.P. (“AVF X Overage GP”) (collectively, the “Reporting Entities” and individually, each a “Reporting Entity”); and Keith Crandell (“Crandell”), Robert Nelsen (“Nelsen”), Kristina Burow (“Burow”) and Steven Gillis (“Gillis”) (collectively, the “Investment Committee” and individually, each a “Committee Member”). The Reporting Entities and the Committee Members collectively are referred to as the “Reporting Persons”.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
8755 W. Higgins Road, Suite 1025, Chicago, IL 60631.
| Item 2(c). | Citizenship: |
Each of AVF X, AVP X LP, AVF X Overage and AVF X Overage GP, are limited partnerships organized under the laws of the State of Delaware. AVP X LLC is a limited liability company organized under the laws of the State of Delaware. Each Committee Member is a US citizen.
| Item 2(d). | Title of Class of Securities. |
Common stock, par value $0.001 per share.
| Item 2(e). | CUSIP Number. |
92539P101
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not Applicable.
CUSIP No. 92539P101 |
13G | Page 3 of 7 Pages |
| Item 4. | Ownership: |
Not applicable.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
Each of the Reporting Persons has ceased to beneficially own five percent (5%) or more of the Issuer’s outstanding Common Stock.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
CUSIP No. 92539P101 |
13G | Page 4 of 7 Pages |
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.
Dated: February 13, 2023
ARCH VENTURE FUND X, L.P.
By: ARCH Venture Partners X, L.P.
its General Partner
By: ARCH Venture Partners X, LLC
its General Partner
By: *
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS X, L.P.
By: ARCH Venture Partners X, LLC
its General Partner
By: *
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS X, LLC
By: *
Keith Crandell
Managing Director
ARCH VENTURE FUND X OVERAGE, L.P.
By: ARCH Venture Partners X Overage, L.P.
its General Partner
By: ARCH Venture Partners X, LLC
its General Partner
By: *
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS X OVERAGE, L.P.
By: ARCH Venture Partners X, LLC
its General Partner
By: *
Keith Crandell
Managing Director
CUSIP No. 92539P101 |
13G | Page 5 of 7 Pages |
*
Keith Crandell
*
Robert Nelsen
*
Kristina Burow
*
Steven Gillis
* By: /s/ Mark McDonnell
Mark McDonnell as
Attorney-in-Fact
* This Schedule 13G was executed by Mark McDonnell pursuant to Powers of Attorney filed as Exhibit 24 and 24.1 to the Form 3 relating to the beneficial ownership of shares of Verve Therapeutics, Inc. by the Reporting Persons filed with the Securities and Exchange Commission on June 16, 2021 and incorporated herein in its entirety by reference.
CUSIP No. 92539P101 |
13G | Page 6 of 7 Pages |
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1-(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Verve Therapeutics, Inc.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
Dated: February 13, 2023
ARCH VENTURE FUND X, L.P.
By: ARCH Venture Partners X, L.P.
its General Partner
By: ARCH Venture Partners X, LLC
its General Partner
By: *
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS X, L.P.
By: ARCH Venture Partners X, LLC
its General Partner
By: *
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS X, LLC
By: *
Keith Crandell
Managing Director
ARCH VENTURE FUND X OVERAGE, L.P.
By: ARCH Venture Partners X Overage, L.P.
its General Partner
By: ARCH Venture Partners X, LLC
its General Partner
By: *
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS X OVERAGE, L.P.
By: ARCH Venture Partners X, LLC
its General Partner
By: *
Keith Crandell
Managing Director
CUSIP No. 92539P101 |
13G | Page 7 of 7 Pages |
*
Keith Crandell
*
Robert Nelsen
*
Kristina Burow
*
Steven Gillis
* By: /s/ Mark McDonnell
Mark McDonnell as
Attorney-in-Fact
* This Agreement was executed by Mark McDonnell pursuant to Powers of Attorney filed as Exhibit 24 and 24.1 to the Form 3 relating to the beneficial ownership of shares of Verve Therapeutics, Inc. by the Reporting Persons filed with the Securities and Exchange Commission on June 16, 2021 and incorporated herein in its entirety by reference.