Sec Form 3 Filing - Ares Trading S.A. @ Vera Therapeutics, Inc. - 2021-05-13

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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.
2. Issuer Name and Ticker or Trading Symbol
Vera Therapeutics, Inc. [ VERA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
RUE DE L'OURIETTE 151, ZONE INDUSTRIELLE DE L'OURIETTAZ
3. Date of Earliest Transaction (MM/DD/YY)
05/13/2021
(Street)
AUBONNE, V81170
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,913,501 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ares Trading S.A.
RUE DE L'OURIETTE 151
ZONE INDUSTRIELLE DE L'OURIETTAZ
AUBONNE, V81170
X
Merck KGaA
FRANKFURTER STRASSE 250
DARMSTADT, 2M64293
X
MERCK SERONO S.A.
RUE DE L'OURIETTE 151
ZONE INDUSTRIELLE DE L'OURIETTAZ
AUBONNE, V81170
X
Signatures
/s/ Cedric Hyde, Authorized signatory of Ares Trading SA 05/13/2021
Signature of Reporting Person Date
/s/ Florence Jolidon, Authorized signatory of Ares Trading SA 05/13/2021
Signature of Reporting Person Date
/s/ Cedric Hyde, Authorized signatory of Merck Serono SA 05/13/2021
Signature of Reporting Person Date
/s/ Florence Jolidon, Authorized signatory of Merck Serono SA 05/13/2021
Signature of Reporting Person Date
/s/ Jens Eckhardt, Authorized signatory of Merck KGaA 05/13/2021
Signature of Reporting Person Date
/s/ Andreas Stickler, Authorized signatory of Merck KGaA 05/13/2021
Signature of Reporting Person Date
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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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