Sec Form 4 Filing - Nickerson Joan @ Verve Therapeutics, Inc. - 2024-04-01

Insider filing report for Changes in Beneficial Ownership
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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
Nickerson Joan
2. Issuer Name and Ticker or Trading Symbol
Verve Therapeutics, Inc. [ VERV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Administrative Officer
(Last) (First) (Middle)
C/O VERVE THERAPEUTICS, INC., 201 BROOKLINE AVENUE, SUITE 601
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2024
(Street)
BOSTON, MA02215
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 04/01/2024 M 3,315 A 10,173 ( 2 ) D
Common Stock 04/02/2024 S( 3 ) 1,514 D $ 8.24 8,659 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
Restricted Stock Units ( 1 ) 04/01/2024 M 3,315 ( 4 ) ( 4 ) Common Stock 3,315 $ 0 9,945 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nickerson Joan
C/O VERVE THERAPEUTICS, INC.
201 BROOKLINE AVENUE, SUITE 601
BOSTON, MA02215
Chief Administrative Officer
Signatures
/s/ Andrew Ashe, as Attorney-in-Fact for Joan Nickerson 04/03/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. This transaction represents the settlement of RSUs in shares of common stock on their scheduled vesting date.
( 2 )Includes 1,364 shares of the Company's common stock acquired in 2023 under the Verve Therapeutics, Inc. Amended and Restated 2021 Employee Stock Purchase Plan.
( 3 )This transaction was effected pursuant to a durable automatic sale instruction plan adopted by the reporting person on March 17, 2023, and represents a broker-assisted sale of shares to satisfy the payment of withholding tax liability incurred upon the vesting of restricted stock units. The sale does not represent a discretionary trade by the reporting person.
( 4 )On February 14, 2023, the reporting person was granted 13,260 RSUs pursuant to the Verve Therapeutics, Inc. 2021 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of the Company's common stock upon vesting, with 25% of the RSU vesting on April 1, 2024 and the remainder vesting in equal annual installments until April 1, 2027.

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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