Ares Trading S.A. - May 13, 2021 Form 3 Insider Report for Vera Therapeutics, Inc. (VERA)

Role
10%+ Owner
Signature
/s/ Cedric Hyde, Authorized signatory of Ares Trading SA
Stock symbol
VERA
Transactions as of
May 13, 2021
Transactions value $
$0
Form type
3
Date filed
5/14/2021, 09:32 AM
Previous filing
May 14, 2021
Next filing
May 18, 2021

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
holding VERA Series C Preferred Stock May 13, 2021 Class A Common Stock 1.91M Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.

Remarks:

This Form 3 is being filed by each of the following persons (together, the Reporting Persons): Ares Trading SA, the direct beneficial owner of the shares, Merck Serono SA, Aubonne, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany, an indirect beneficial owner of the shares, and Merck KGaA, Darmstadt, Germany, an indirect beneficial owner of the shares. The Reporting Persons have entered into a joint filing agreement (Exhibit 99). Ares Trading SA is a dominantly controlled subsidiary of Merck Serono SA, Aubonne, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany. Merck Serono SA, Aubonne, Switzerland is a wholly owned indirect subsidiary of Merck KGaA, Darmstadt, Germany. Merck KGaA, Darmstadt, Germany is a publicly traded company (Frankfurt Stock Exchange, DAX 30) and the beneficiary of the two companies.