Vera Therapeutics (VERA) Form 3 Vera Therapeutics / KGaA Merck ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ares Trading S.A.

(Last) (First) (Middle)

RUE DE L'OURIETTE 151

ZONE INDUSTRIELLE DE L'OURIETTAZ

(Street)

AUBONNE V8 1170

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2021

3. Issuer Name and Ticker or Trading Symbol
Vera Therapeutics, Inc. [ VERA ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	(1)	Class A Common Stock	1,913,501	(1)	D

1. Name and Address of Reporting Person^*

Ares Trading S.A.

(Last) (First) (Middle)

RUE DE L'OURIETTE 151

ZONE INDUSTRIELLE DE L'OURIETTAZ

(Street)

AUBONNE V8 1170

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Merck KGaA

(Last) (First) (Middle)

FRANKFURTER STRASSE 250

(Street)

DARMSTADT 2M 64293

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MERCK SERONO S.A.

(Last) (First) (Middle)

RUE DE L'OURIETTE 151

ZONE INDUSTRIELLE DE L'OURIETTAZ

(Street)

AUBONNE V8 1170

(City) (State) (Zip)

Explanation of Responses:

1. The Series C Preferred Stock is convertible into Class A Common Stock on a 11.5869:1 basis (on an adjusted basis, after giving effect to the reverse stock split of the Class A Common Stock effected by the Issuer on May 7, 2021) and has no expiration date. Upon filing of the Issuer's Restated Certificate of Incorporation in connection with the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Class A Common Stock of the Issuer.

Remarks:

This Form 3 is being filed by each of the following persons (together, the Reporting Persons): Ares Trading SA, the direct beneficial owner of the shares, Merck Serono SA, Aubonne, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany, an indirect beneficial owner of the shares, and Merck KGaA, Darmstadt, Germany, an indirect beneficial owner of the shares. The Reporting Persons have entered into a joint filing agreement (Exhibit 99). Ares Trading SA is a dominantly controlled subsidiary of Merck Serono SA, Aubonne, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany. Merck Serono SA, Aubonne, Switzerland is a wholly owned indirect subsidiary of Merck KGaA, Darmstadt, Germany. Merck KGaA, Darmstadt, Germany is a publicly traded company (Frankfurt Stock Exchange, DAX 30) and the beneficiary of the two companies.

	/s/ Cedric Hyde, Authorized signatory of Ares Trading SA	05/13/2021
	/s/ Florence Jolidon, Authorized signatory of Ares Trading SA	05/13/2021
	/s/ Cedric Hyde, Authorized signatory of Merck Serono SA	05/13/2021
	/s/ Florence Jolidon, Authorized signatory of Merck Serono SA	05/13/2021
	/s/ Jens Eckhardt, Authorized signatory of Merck KGaA	05/13/2021
	/s/ Andreas Stickler, Authorized signatory of Merck KGaA	05/13/2021
	** Signature of Reporting Person	Date
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