Redmile Group, LLC - Jun 16, 2021 Form 3 Insider Report for Verve Therapeutics, Inc. (VERV)

Role: 10%+ Owner
Signature: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
Stock symbol: VERV
Transactions as of: Jun 16, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/16/2021, 09:00 PM
Previous filing: Jun 4, 2021
Next filing: Jun 22, 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	VERV	Series B Convertible Preferred Stock							Jun 16, 2021	Common Stock	887K		See Footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	The Series B convertible preferred stock is convertible into shares of the Issuer's common stock at any time at the holder's election, or automatically upon the closing of the Issuer's initial public offering, and has no expiration date. This Form 3 reflects that, on June 11, 2021, the Issuer effected a one-for-9.2595 reverse stock split of its common stock, as a result of which each share of Series B convertible preferred stock became convertible into 0.108 shares of the Issuer's common stock.
F2	These securities are directly owned by certain private investment vehicles managed by Redmile Group, LLC ("Redmile") and may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Each of Redmile and Mr. Green (the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Content

The Series B convertible preferred stock is convertible into shares of the Issuer's common stock at any time at the holder's election, or automatically upon the closing of the Issuer's initial public offering, and has no expiration date. This Form 3 reflects that, on June 11, 2021, the Issuer effected a one-for-9.2595 reverse stock split of its common stock, as a result of which each share of Series B convertible preferred stock became convertible into 0.108 shares of the Issuer's common stock.

These securities are directly owned by certain private investment vehicles managed by Redmile Group, LLC ("Redmile") and may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Each of Redmile and Mr. Green (the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.