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^*

Lister Troy

(Last)

(First)

(Middle)

C/O VERVE THERAPEUTICS, INC.

201 BROOKLINE AVENUE, SUITE 601

(Street)

BOSTON

02215

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/21/2024

3. Issuer Name and Ticker or Trading Symbol
Verve Therapeutics, Inc. [ VERV ]

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

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

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)
Common Stock	1,801	D

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)
Stock Option (right to buy)	⁽¹⁾	05/15/2032	Common Stock	110,000	$13.79	D
Stock Option (right to buy)	⁽²⁾	02/13/2033	Common Stock	53,170	$21.76	D
Stock Option (right to buy)	⁽³⁾	02/13/2034	Common Stock	69,500	$12.75	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	9,945	⁽⁶⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	16,100	⁽⁶⁾	D

Explanation of Responses:

1. The option was granted on May 16, 2022. 25% of the shares underlying the option vested on May 16, 2023, and the remainder are scheduled to vest in equal monthly installments thereafter until May 16, 2026.

2. The option was granted on February 14, 2023. 25% of the shares underlying the option vested on February 14, 2024, and the remainder are scheduled to vest in equal monthly installments thereafter until February 14, 2027.

3. The option was granted on February 14, 2024. 25% of the shares underlying the option will vest on February 14, 2025, and the remainder are scheduled to vest in equal monthly installments thereafter until February 14, 2028.

4. On February 14, 2023, the reporting person was granted 13,260 restricted stock units, vesting in four equal annual installments that began on April 1, 2024 and the remaining three installments vesting on April 1, 2025, April 1, 2026 and April 1, 2027.

5. On February 14, 2024, the reporting person was granted 16,100 restricted stock units, vesting in four equal annual installments beginning on April 1, 2025 and the remaining three installments vesting on April 1, 2026, April 1, 2027 and April 1, 2028.

6. Each restricted stock unit represents a contingent right to receive one share of common stock.

Remarks:

Exhibit Index 24.1 Power of Attorney

	/s/ Andrew Ashe, as Attorney-in-Fact for Troy Lister	06/25/2024
	** 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).
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.