Verve Therapeutics (VERV) Form 3 Verve Therapeutics / Jason Politi 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^*

Politi Jason

(Last) (First) (Middle)

C/O VERVE THERAPEUTICS, INC.

201 BROOKLINE AVENUE, SUITE 601

(Street)

BOSTON MA 02215

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2024

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Technical Ops. Off.

5. 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 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)
Common Stock	6,266	D

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
Stock Option (right to buy)	(1)	02/18/2031	Common Stock	118,796	8.24	D
Stock Option (right to buy)	(2)	02/10/2032	Common Stock	69,000	30.94	D
Stock Option (right to buy)	(3)	02/13/2033	Common Stock	53,170	21.76	D
Restricted Stock Units	(4)	(4)	Common Stock	9,945	(8)	D
Stock Option (right to buy)	(5)	10/15/2033	Common Stock	25,000	11.57	D
Stock Option (right to buy)	(6)	02/13/2034	Common Stock	90,000	12.75	D
Restricted Stock Units	(7)	(7)	Common Stock	22,000	(8)	D

Explanation of Responses:

1. The option was granted on February 19, 2021. 25% of the shares underlying the option vested on February 25, 2022, and the remainder are scheduled to vest in equal monthly installments thereafter until February 25, 2025.

2. The option was granted on February 11, 2022. 25% of the shares underlying the option vested on February 11, 2023, and the remainder are scheduled to vest in equal monthly installments thereafter until February 11, 2026.

3. The option was granted on February 14, 2023. 25% of the shares underlying the option vested on February 14, 2024, and the remainder are scheduled to vest in equal monthly installments thereafter until February 14, 2027.

4. On February 14, 2023, the reporting person was granted 13,260 restricted stock units, vesting in four equal annual installments that began on April 1, 2024 and the remaining three installments vesting on April 1, 2025, April 1, 2026 and April 1, 2027.

5. The option was granted on October 16, 2023. 25% of the shares underlying the option will vest on October 16, 2024, and the remainder are scheduled to vest in equal monthly installments thereafter until October 16, 2027.

6. The option was granted on February 14, 2024. 25% of the shares underlying the option will vest on February 14, 2025, and the remainder are scheduled to vest in equal monthly installments thereafter until February 14, 2028.

7. On February 14, 2024, the reporting person was granted 22,000 restricted stock units, vesting in four equal annual installments beginning on April 1, 2025 and the remaining three installments vesting on April 1, 2026, April 1, 2027 and April 1, 2028.

8. Each restricted stock unit represents a contingent right to receive one share of common stock.

Remarks:

Exhibit Index 24.1 Power of Attorney

	/s/ Andrew Ashe, as Attorney-in-Fact for Jason Politi	06/28/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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