Cormorant Asset Management, LP - Jun 21, 2021 Form 4 Insider Report for Verve Therapeutics, Inc. (VERV)

Role: Former 10% Owner
Signature: /s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP, By: Cormorant Global Healthcare GP, LLC, its General Partner, By: Bihua Chen, Managing Member
Stock symbol: VERV
Transactions as of: Jun 21, 2021
Transactions value $: $5,225,000
Form type: 4
Date filed: 6/23/2021, 04:02 PM
Previous filing: Jun 16, 2021
Next filing: Jun 23, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VERV	Common Stock	Conversion of derivative security		+709K			709K	Jun 21, 2021	See Footnotes	F1, F2, F3
transaction	VERV	Common Stock	Purchase	$5.23M	+275K	+38.77%	$19.00	984K	Jun 21, 2021	See Footnotes	F2, F4

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		-709K	-100%		0	Jun 21, 2021	Common Stock	709K		See Footnotes	F1, F2, F5

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

Cormorant Asset 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	Shares of Series B Convertible Preferred Stock were convertible at any time at the holder's election, without payment of additional consideration. Such shares had no expiration date but converted into Common Stock automatically upon the closing of the Issuer's initial public offering.
F2	Shares reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund III, LP (the "Fund III"), and a managed account (the "Account"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Master Fund, Fund III, and the Account. Bihua Chen serves as manager of the general partner of Cormorant. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.
F3	Represents (i) 150,710 shares of Common Stock held by the Master Fund, (ii) 547,663 shares of Common Stock held by Fund III, and (iii) 10,851 shares of Common Stock held by the Account.
F4	Shares reported herein as purchased on June 21, 2021 represent (i) 275,000 shares purchased by the Master Fund.
F5	The Series B Convertible Preferred Stock represented, on an as-converted basis, (i) 150,710 shares of Common Stock held by the Master Fund, (ii) 547,663 shares of Common Stock held by Fund III, and (iii) 10,851 shares of Common Stock held by the Account.