Casdin Partners Master Fund Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Casdin Partners Master Fund, L.P.

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS, SUITE 2600

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Verve Therapeutics, Inc. [ VERV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/21/2021		C		1,007,311	A	(1)	1,007,311	D(2)
Common Stock	06/21/2021		C		310,285	A	(3)	1,317,596	D(2)
Common Stock	06/21/2021		P		1,100,000	A	$19	2,417,596	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-2 Preferred Stock	(1)	06/21/2021		C			9,327,198	(1)	(1)	Common Stock	1,007,311	(1)	0	D(2)
Series B Preferred Stock	(3)	06/21/2021		C			2,873,091	(3)	(3)	Common Stock	310,285	(3)	0	D(2)

Explanation of Responses:

1. The Series A-2 Preferred Stock converted into shares of the Issuer's common stock, $0.001 par value, on an approximately 9.2595:1 basis automatically immediately prior to the closing of the Issuer's initial public offering. The Series A-2 Preferred Stock had no expiration date.

2. The shares reflected as beneficially owned by Casdin Partners Master Fund, LP are owned directly by Casdin Partners Master Fund, LP and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners Master Fund, LP, (ii) Casdin Partners GP, LLC, the general partner of Casdin Partners Master Fund LP, and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. Each of Casdin Capital, LLC, Casdin Partners GP, LLC and Eli Casdin disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

3. The Series B Preferred Stock converted into shares of the Issuer's common stock, $0.001 par value, on an approximately 9.2595:1 basis automatically immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date.

Remarks:

	/s/ Eli Casdin, Managing Member of the General Partner of, Casdin Partners Master Fund, L.P.	06/22/2021
	** Signature of Reporting Person	Date
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