Redmile Group, LLC - 21 Jun 2021 Form 4 Insider Report for Verve Therapeutics, Inc. (VERV)

Role
10%+ Owner
Signature
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
Issuer symbol
VERV
Transactions as of
21 Jun 2021
Net transactions value
+$19,950,000
Form type
4
Filing time
23 Jun 2021, 16:16:18 UTC
Previous filing
22 Jun 2021
Next filing
02 Jul 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 +886,530 886,530 21 Jun 2021 See Footnote F1, F2
transaction VERV Common Stock Purchase $19,950,000 +1,050,000 +118% $19.00 1,936,530 21 Jun 2021 See Footnote F2, 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 Convertible Preferred Stock Conversion of derivative security $0 -8,208,832 -100% $0.000000* 0 21 Jun 2021 Common Stock 886,530 See Footnote F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Redmile Group, LLC 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 convertible preferred stock automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering and had no expiration date. 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.
F3 Reflects number of shares owned as of June 21, 2021.