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

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.