Verve Therapeutics (VERV) Form 4 Verve Therapeutics / Sekar Kathiresan ownership change

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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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^*

Kathiresan Sekar

(Last) (First) (Middle)

C/O VERVE THERAPEUTICS, INC.

201 BROOKLINE AVENUE, SUITE 601

(Street)

BOSTON MA 02215

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2025

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

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
Stock Option (right to buy)	$6.01	01/08/2025		A		488,000		(1)	01/07/2035	Common Stock	488,000	$0	488,000	D
Restricted Stock Units	(2)	01/08/2025		A		120,000		(3)	(3)	Common Stock	120,000	$0	120,000	D
Stock Option (right to buy)	$6.01	01/08/2025		A		150,000		(4)	01/07/2035	Common Stock	150,000	$0	150,000	D

Explanation of Responses:

1. The option was granted on January 8, 2025. 25% of the shares underlying the option will vest on January 8, 2026, and the remainder are scheduled to vest in equal monthly installments thereafter until January 8, 2029.

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

3. On January 8, 2025, the reporting person was granted restricted stock units, vesting in three equal annual installments, beginning on April 1, 2026, and the remaining two installments vesting on April 1, 2027 and April 1, 2028.

4. The option was granted on January 8, 2025. 100% of the shares underlying the option will vest immediately if and when the last quoted trading price per share of the Company's common stock on the Nasdaq Global Select Market is equal to or greater than $20.00 for at least 15 consecutive trading days on or prior to the second anniversary of the grant date.

	/s/ Andrew Ashe, as Attorney-in-Fact for Sekar Kathiresan	01/10/2025
	** 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 4 (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).
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