Rock Springs Capital Management LP - 21 Jun 2021 Form 4 Insider Report for Verve Therapeutics, Inc. (VERV)

Role: 10%+ Owner
Signature: Rock Springs Capital Management LP, By: /s/ Graham McPhail, Authorized Signatory
Issuer symbol: VERV
Transactions as of: 21 Jun 2021
Net transactions value: +$7,030,000
Form type: 4
Filing time: 22 Jun 2021, 17:20:53 UTC
Previous filing: 16 Jun 2021
Next filing: 06 Oct 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VERV	Common Stock	Conversion of derivative security		+556,298			556,298	21 Jun 2021	See Footnote	F1, F2
transaction	VERV	Common Stock	Purchase	$7,030,000	+370,000	+67%	$19.00	926,298	21 Jun 2021	See Footnote	F2
transaction	VERV	Common Stock	Conversion of derivative security		+152,926			152,926	21 Jun 2021	See Footnote	F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VERV	Series B Preferred Stock	Conversion of derivative security		-5,151,043	-100%		0	21 Jun 2021	Common Stock	556,298		See Footnote	F1, F2
transaction	VERV	Series B Preferred Stock	Conversion of derivative security		-1,416,023	-100%		0	21 Jun 2021	Common Stock	152,926		See Footnote	F1, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Rock Springs Capital Management LP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	The Series B Preferred Stock converted into shares of the Issuer's common stock, $0.001 par value, on an approximately 9.2595:1 basis automatically immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date.
F2	The securities reported herein are held of record by Rock Springs Capital Master Fund LP ("Master Fund"). Rock Springs Capital LLC ("RSC") is the general partner of Rock Springs Capital Management LP ("RSCM") which is the investment manager to Master Fund. RSC and RSCM may therefore be deemed to have or share beneficial ownership of the shares held directly by Master Fund.
F3	The securities reported herein are held of record by Four Pines Master Fund LP ("Four Pines"). RSC is the general partner of RSCM which is the investment manager to Four Pines. RSC and RSCM may therefore be deemed to have or share beneficial ownership of the shares held directly by Four Pines.