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

Reporting relationship: Former 10% Owner
Issuer ticker: VERV
Reported as of: 21 Jun 2021
Net transaction value: +$5,225,000
SEC form: 4
Accepted by SEC: 23 Jun 2021, 16:02:50 UTC
Prior SEC filing: 16 Jun 2021
Next SEC filing: 23 Jun 2021
Source filing: View source filing
Reporting owner signature: /s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP, By: Cormorant Global Healthcare GP, LLC, its General Partner, By: Bihua Chen, Managing Member

Key filing fact

Cormorant Asset Management, LP filed Form 4 for Verve Therapeutics, Inc. (VERV) on 23 Jun 2021.

Key facts

This page summarizes Cormorant Asset Management, LP's Form 4 filing for Verve Therapeutics, Inc. (VERV).
3 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 23 Jun 2021, 16:02.

Change

Previous filing in this sequence was filed on 16 Jun 2021.
Current net transaction value: +$5,225,000.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

VERV transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +709,224
Change %
Price
Shares after: 709,224
Date: 21 Jun 2021
Ownership: See Footnotes
Footnotes: F1, F2, F3

VERV transaction

Common Stock

Purchase

Transaction value: $5,225,000
Shares: +275,000
Change %: +39%
Price: $19.00
Shares after: 984,224
Date: 21 Jun 2021
Ownership: See Footnotes
Footnotes: F2, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

VERV transaction Derivative

Series B Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares: -709,224
Change %: -100%
Price
Shares after: 0
Date: 21 Jun 2021
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 709,224
Exercise price
Footnotes: F1, F2, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Cormorant Asset Management, LP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote F4

Shares reported herein as purchased on June 21, 2021 represent (i) 275,000 shares purchased by the Master Fund.

Footnote 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.