SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Yeshwant Krishna
(Last) (First) (Middle)
C/O VERVE THERAPEUTICS
201 BROOKLINE AVENUE, SUITE 601
(Street)
BOSTON MA 02215
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Verve Therapeutics, Inc. [ VERV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2023
4. 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 Acquired, Disposed of, or Beneficially Owned
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 12/01/2023 P 1,800,000 A $10 1,800,000 I By GV 2023, L.P.(1)(2)
Common Stock 6,108,442 I By GV 2017 L.P.(3)(4)
Common Stock 4,260,047 I By GV 2019 L.P.(5)(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Explanation of Responses:
1. The securities reported in this row are directly beneficially owned by GV 2023, L.P. (the "2023 Partnership"). GV 2023 GP, L.P. (the "2023 GP") is the general partner of the 2023 Partnership. GV 2023 GP, L.L.C. ("GV 2023 LLC") is the general partner of the 2023 GP. Alphabet Holdings LLC ("Alphabet Holdings") is the sole member of GV 2023 LLC. XXVI Holdings Inc. ("XXVI") is the sole member of Alphabet Holdings. Alphabet Inc. is the controlling stockholder of XXVI. Each of the 2023 GP, GV 2023 LLC, Alphabet Holdings, XXVI and Alphabet Inc. may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the securities directly beneficially owned by the 2023 Partnership. Each of the 2023 GP, GV 2023 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
2. (Continued from footnote 1) Dr. Yeshwant is an affiliate of the 2023 Partnership but does not have voting or dispositive power over the shares held by the 2023 Partnership. Dr. Yeshwant disclaims beneficial ownership of the shares held by the 2023 Partnership except to the extent of his pecuniary interest, if any, therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported securities for the purpose of Section 16 or for any other purpose.
3. The securities reported in this row are directly beneficially owned by GV 2017, L.P. (the "2017 Partnership"). GV 2017 GP, L.P. (the "2017 GP") is the general partner of the 2017 Partnership. GV 2017 GP, L.L.C. ("GV 2017 LLC") is the general partner of the 2017 GP. Alphabet Holdings is the sole member of GV 2017 LLC. XXVI is the sole member of Alphabet Holdings. Alphabet Inc. is the controlling stockholder of XXVI. Each of the 2017 GP, GV 2017 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the securities directly beneficially owned by the 2017 Partnership. Each of the 2017 GP, GV 2017 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
4. (Continued from footnote 3) Dr. Yeshwant is an affiliate of the 2017 Partnership but does not have voting or dispositive power over the shares held by the 2017 Partnership. Dr. Yeshwant disclaims beneficial ownership of the shares held by the 2017 Partnership except to the extent of his pecuniary interest, if any, therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported securities for the purpose of Section 16 or for any other purpose.
5. The securities reported in this row are directly beneficially owned by GV 2019, L.P. (the "2019 Partnership"). GV 2019 GP, L.P. (the "2019 GP") is the general partner of the 2019 Partnership. GV 2019 GP, L.L.C. ("GV 2019 LLC") is the general partner of the 2019 GP. Alphabet Holdings is the sole member of GV 2019 LLC. XXVI is the sole member of Alphabet Holdings. Alphabet Inc. is the controlling stockholder of XXVI. Each of the 2019 GP, GV 2019 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the securities directly beneficially owned by the 2019 Partnership. Each of the 2019 GP, GV 2019 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
6. (Continued from Footnote 5) Dr. Yeshwant is an affiliate of the 2019 Partnership but does not have voting or dispositive power over the shares held by the 2019 Partnership. Dr. Yeshwant disclaims beneficial ownership of the shares held by the 2019 Partnership except to the extent of his pecuniary interest, if any, therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported securities for the purpose of Section 16 or for any other purpose.
/s/ Andrew Ashe, as Attorney-in-Fact for Krishna Yeshwant 12/05/2023
** 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.