Sec Form 4 Filing - Logos Global Management LP @ Verve Therapeutics, Inc. - 2021-06-21

FORM 4 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 Logos Global Management LP 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) (Last) (First) (Middle) 1 LETTERMAN DRIVE, SUITE D3-700 3. Date of Earliest Transaction (MM/DD/YY) 06/21/2021 (Street) SAN FRANCISCO, CA94129 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Common Stock 06/21/2021 C 443,265 A 443,265 I See Footnotes ( 2 ) ( 3 ) Common Stock 06/21/2021 P 370,000 A $ 19 370,000 D

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 B Preferred Stock ( 1 ) 06/21/2021 C 4,104,416 ( 1 ) ( 1 ) Common Stock 443,265 ( 1 ) 0 I See Footnotes ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Logos Global Management LP 1 LETTERMAN DRIVE, SUITE D3-700 SAN FRANCISCO, CA94129 X Signatures /s/Arsani William, Managing Partner 06/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The reporting persons are Logos Opportunities Fund II, LP (the "Fund"), Logos Global Management LP ("LGM"), Logos Global Management GP LLC ("LGM GP"), Logos Opportunities GP LLC ("Fund GP"), Logos GP LLC ("Logos GP"), Dr. Arsani William and Dr. Graham Walmsley. LGM is the investment adviser of private funds, including the Fund. LGM GP is the general partner of LGM. Fund GP is the general partner of the Fund. Logos GP is the manager of Fund GP. Dr. William is the controlling person of LGM and Logos GP and Dr. William and Dr. Walmsley are the managers of the Fund. LGM is filing this report for itself and the other reporting persons. The reporting persons are filing this Form 3 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934. ( 3 )The Fund holds the securities reported herein directly for the benefit of its investors. The securities may be deemed to be indirectly beneficially owned by LGM as investment adviser to the Fund, by LGM GP as general partner of LGM, by Fund GP as general partner of the Fund, by Logos GP as manager of Fund GP and by Dr. William as controlling person of LGM and Logos GP. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

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