SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SEIDENBERG BETH C

(Last)

(First)

(Middle)

C/O VERA THERAPEUTICS, INC.

170 HARBOR WAY, 3RD FLOOR

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2021

3. Issuer Name and Ticker or Trading Symbol
Vera Therapeutics, Inc. [ VERA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	423,642	⁽¹⁾	I	See footnote⁽²⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	100,526	⁽³⁾	I	See footnote⁽⁴⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	818,984	⁽⁵⁾	I	See footnote⁽⁶⁾
Stock Option (right to buy)	⁽⁷⁾	12/15/2030	Class A Common Stock	69,043	$2.8968	D

Explanation of Responses:

1. The Series A Preferred Stock is convertible into Class A Common Stock on a 11.5869:1 basis (on an adjusted basis, after giving effect to the reverse stock split of the Class A Common Stock effected by the Issuer on May 7, 2021) and has no expiration date. Upon filing of the Issuer's Restated Certificate of Incorporation in connection with the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Class A Common Stock of the Issuer.

2. Consists of 409,620 shares of Class A Common Stock issuable upon the deemed conversion of the Issuer's Series A Preferred Stock held by Kleiner Perkins Caufield & Byers XVI, LLC ("KPCB XVI") and 14,022 shares of Class A Common Stock issuable upon the deemed conversion of the Issuer's Series A Preferred Stock held by KPCB XVI Founders Fund, LLC ("XVI Founders"). All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XVI is KPCB XVI Associates, LLC ("XVI Associates"). L. John Doerr, Beth Seidenberg, Randy Komisar, Theodore E. Schlein and Wen Hsieh, the managing members of KPCB XVI Associates, exercise shared voting and dispositive control over the shares held by KPCB XVI. Such managing members disclaim beneficial ownership of all shares held by KPCB XVI except to the extent of their pecuniary interest therein.

3. The Series B Preferred Stock is convertible into Class A Common Stock on a 11.5869:1 basis (on an adjusted basis, after giving effect to the reverse stock split of the Class A Common Stock effected by the Issuer on May 7, 2021) and has no expiration date. Upon filing of the Issuer's Restated Certificate of Incorporation in connection with the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Class A Common Stock of the Issuer.

4. Consists of 97,199 shares of Class A Common Stock issuable upon the deemed conversion of the Issuer's Series B Preferred Stock held by KPCB XVI and 3,327 shares of Class A Common Stock issuable upon the deemed conversion of the Issuer's Series B Preferred Stock held by XVI Founders. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XVI is XVI Associates. L. John Doerr, Beth Seidenberg, Randy Komisar, Theodore E. Schlein and Wen Hsieh, the managing members of KPCB XVI Associates, exercise shared voting and dispositive control over the shares held by KPCB XVI. Such managing members disclaim beneficial ownership of all shares held by KPCB XVI except to the extent of their pecuniary interest therein.

5. The Series C Preferred Stock is convertible into Class A Common Stock on a 11.5869:1 basis (on an adjusted basis, after giving effect to the reverse stock split of the Class A Common Stock effected by the Issuer on May 7, 2021) and has no expiration date. Upon filing of the Issuer's Restated Certificate of Incorporation in connection with the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Class A Common Stock of the Issuer.

6. Consists of 791,876 shares of Class A Common Stock issuable upon the deemed conversion of the Issuer's Series C Preferred Stock held by KPCB XVI and 27,108 shares of Class A Common Stock issuable upon the deemed conversion of the Issuer's Series C Preferred Stock held by XVI Founders. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XVI is XVI Associates. L. John Doerr, Beth Seidenberg, Randy Komisar, Theodore E. Schlein and Wen Hsieh, the managing members of KPCB XVI Associates, exercise shared voting and dispositive control over the shares held by KPCB XVI. Such managing members disclaim beneficial ownership of all shares held by KPCB XVI except to the extent of their pecuniary interest therein.

7. 1/36 of the shares subject to the option vested on January 16, 2021, and 1/36 of the shares vest monthly thereafter.

Remarks:

	/s/ Joseph R. Young, Attorney-in-Fact	05/13/2021
	** 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 5 (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).
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