0000899243-21-024279.txt : 20210616 0000899243-21-024279.hdr.sgml : 20210616 20210616193510 ACCESSION NUMBER: 0000899243-21-024279 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20210616 FILED AS OF DATE: 20210616 DATE AS OF CHANGE: 20210616 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRANDELL KEITH CENTRAL INDEX KEY: 0001219039 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 211022912 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NELSEN ROBERT CENTRAL INDEX KEY: 0001219042 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 211022911 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GILLIS STEVEN CENTRAL INDEX KEY: 0001229592 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 211022909 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Burow Kristina CENTRAL INDEX KEY: 0001569248 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 211022910 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Fund X, L.P. CENTRAL INDEX KEY: 0001757011 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 211022917 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Fund X Overage, L.P. CENTRAL INDEX KEY: 0001757017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 211022916 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Partners X Overage, L.P. CENTRAL INDEX KEY: 0001768905 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 211022914 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Partners X, LLC CENTRAL INDEX KEY: 0001769012 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 211022913 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Partners X, L.P. CENTRAL INDEX KEY: 0001782583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40489 FILM NUMBER: 211022915 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 7733806600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Verve Therapeutics, Inc. CENTRAL INDEX KEY: 0001840574 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 824800132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 TECHNOLOGY SQUARE CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: (978) 501-3026 MAIL ADDRESS: STREET 1: 500 TECHNOLOGY SQUARE CITY: CAMBRIDGE STATE: MA ZIP: 02139 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-06-16 0 0001840574 Verve Therapeutics, Inc. VERV 0001757011 ARCH Venture Fund X, L.P. 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001757017 ARCH Venture Fund X Overage, L.P. 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001782583 ARCH Venture Partners X, L.P. 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001768905 ARCH Venture Partners X Overage, L.P. 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001769012 ARCH Venture Partners X, LLC 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001219039 CRANDELL KEITH 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001219042 NELSEN ROBERT 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001569248 Burow Kristina 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001229592 GILLIS STEVEN 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 Series A Convertible Preferred Stock Common Stock 767538 I See Footnotes Series A Convertible Preferred Stock Common Stock 767538 I See Footnotes Series A-2 Convertible Preferred Stock Common Stock 486866 I See Footnotes Series A-2 Convertible Preferred Stock Common Stock 486867 I See Footnotes Represents shares held directly by ARCH Venture Fund X, L.P. (ARCH X). ARCH Venture Partners X, L.P. (AVP X LP) is the sole general partner of ARCH X. Represents shares held directly by ARCH Venture Fund X Overage, L.P. (ARCH X Overage). ARCH Venture Partners X Overage, L.P. (AVP X Overage LP) is the sole general partner of ARCH X Overage. ARCH Venture Partners X, LLC (AVP X LLC) is the sole general partner of each of AVP X LP and AVP X Overage LP. Keith Crandell, Kristina Burow and Steven Gillis are members of the investment committee of AVP X LLC (the AVP X Committee Members). AVP X LP and AVP X Overage LP may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, respectively, AVP X LLC may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, and each of the AVP X Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. AVP X LP, AVP X Overage LP, AVP X LLC, and the AVP X Committee Members each disclaim beneficial ownership except to the extent of any pecuniary interest therein. The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-9.2595 basis immediately prior to the consummation of Issuer's initial public offering. The expiration date is not relevant to the conversion of these securities. Exhibit 24 - Power of Attorney. Exhibit 24.1 - Power of Attorney /s/ 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: Mark McDonnell, attorney in-fact 2021-06-16 /s/ 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: Mark McDonnell, attorney in-fact 2021-06-16 /s/ ARCH Venture Partners X, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact 2021-06-16 /s/ ARCH Venture Partners X Overage, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact 2021-06-16 /s/ ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact 2021-06-16 /s/ Keith Crandell, By: Mark McDonnell, attorney in-fact 2021-06-16 /s/ Robert Nelsen, By: Mark McDonnell, attorney in-fact 2021-06-16 /s/ Kristina Burow, By: Mark McDonnell, attorney in-fact 2021-06-16 /s/ Steven Gillis, By: Mark McDonnell, attorney in-fact 2021-06-16 EX-24 2 attachment1.htm EX-24 DOCUMENT 
                                                                      Exhibit 24

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-
fact, with full power of substitution, to sign any and all instruments,
certificates and documents that may be necessary, desirable or appropriate to be
executed on behalf of himself as an individual or in his capacity as a direct or
indirect general partner, director, officer or manager of any partnership,
corporation or limited liability company, pursuant to section 13 or 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and
all regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated
by the Exchange Act or by the Financial Industry Regulatory Authority, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary, desirable or appropriate, fully to all intents
and purposes as he might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact, or his substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
29th day of January, 2021.

                        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:     /s/ Keith Crandell
                                           ------------------------------
                                           Managing Director

                       ARCH VENTURE PARTNERS X, L.P.

                       By:     ARCH Venture Partners X, LLC
                               its General Partner

                               By:     /s/ Keith Crandell
                                   ----------------------
                                   Managing Director

                        ARCH VENTURE PARTNERS X, LLC

                        By: /s/ Keith Crandell
                            ------------------
                            Managing Director

                        /s/ Keith Crandell
                        ------------------------
                        Keith Crandell

                        /s/Robert Nelsen
                        ------------------------
                        Robert Nelsen

                        /s/Kristina Burow
                        -----------------
                        Kristina Burow

                        /s/Steven Gillis
                        -----------------
                        Steven Gillis
EX-24.1 3 attachment2.htm EX-24.1 DOCUMENT 
                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-
fact, with full power of substitution, to sign any and all instruments,
certificates and documents that may be necessary, desirable or appropriate to be
executed on behalf of himself as an individual or in his capacity as a direct or
indirect general partner, director, officer or manager of any partnership,
corporation or limited liability company, pursuant to section 13 or 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and
all regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated
by the Exchange Act or by the Financial Industry Regulatory Authority, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary, desirable or appropriate, fully to all intents
and purposes as he might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact, or his substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
29th day of January, 2021.

                        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:     /s/ Keith Crandell
                                            ---------------------------
                                            Managing Director

                        ARCH VENTURE PARTNERS X OVERAGE, L.P.

                        By:     ARCH Venture Partners X, LLC
                                its General Partner

                                By:     /s/ Keith Crandell
                                    ----------------------
                                    Managing Director

                        ARCH VENTURE PARTNERS X, LLC

                        By: /s/ Keith Crandell
                            ------------------
                            Managing Director

                        /s/ Keith Crandell
                        ------------------------
                        Keith Crandell

                        /s/Robert Nelsen
                        ------------------------
                        Robert Nelsen

                        /s/Kristina Burow
                        -----------------
                        Kristina Burow

                        /s/Steven Gillis
                        -----------------
                        Steven Gillis