SC 13G 1 arch-sch13g_18587.htm ARCH VENTURE FUND X, L.P. - VERVE THERAPEUTICS, INC. -- SCH 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

Verve Therapeutics, Inc.

(Name of Issuer)

Common Stock par value $0.001 per share

(Title of Class of Securities)

92539P101

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 92539P101

13G

Page 2 of 16 Pages

1	NAMES OF REPORTING PERSON(S) ARCH Venture Fund X, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,508,809
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,508,809


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,508,809
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12	TYPE OF REPORTING PERSON PN

CUSIP No. 92539P101

13G

Page 3 of 16 Pages

1	NAMES OF REPORTING PERSON(S) ARCH Venture Fund X Overage, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,508,809
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,508,809


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,508,809
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12	TYPE OF REPORTING PERSON PN

CUSIP No. 92539P101

13G

Page 4 of 16 Pages

1	NAMES OF REPORTING PERSON(S) ARCH Venture Partners X, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,508,809
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,508,809


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,508,809
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12	TYPE OF REPORTING PERSON PN

CUSIP No. 92539P101

13G

Page 5 of 16 Pages

1	NAMES OF REPORTING PERSON(S) ARCH Venture Partners X Overage, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,508,809
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,508,809


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,508,809
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12	TYPE OF REPORTING PERSON PN

CUSIP No. 92539P101

13G

Page 6 of 16 Pages

1	NAMES OF REPORTING PERSON(S) ARCH Venture Partners X, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,508,809
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,508,809


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,508,809
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12	TYPE OF REPORTING PERSON OO

CUSIP No. 92539P101

13G

Page 7 of 16 Pages

1	NAMES OF REPORTING PERSON(S) Keith Crandell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,508,809
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,508,809


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,508,809
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12	TYPE OF REPORTING PERSON IN

CUSIP No. 92539P101

13G

Page 8 of 16 Pages

1	NAMES OF REPORTING PERSON(S) Kristina Burow
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,508,809
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,508,809


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,508,809
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12	TYPE OF REPORTING PERSON IN

CUSIP No. 92539P101

13G

Page 9 of 16 Pages

1	NAMES OF REPORTING PERSON(S) Steven Gillis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,508,809
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,508,809


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,508,809
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12	TYPE OF REPORTING PERSON IN

CUSIP No. 92539P101

13G

Page 10 of 16 Pages

1	NAMES OF REPORTING PERSON(S) Robert Nelsen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,508,809
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,508,809


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,508,809
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12	TYPE OF REPORTING PERSON IN

CUSIP No. 92539P101

13G

Page 11 of 16 Pages

Item 1(a).

Name of Issuer:

Verve Therapeutics, Inc. (the “Issuer”).

Item 1(b).

Address of Issuer's Principal Executive Offices:

500 Technology Square, Cambridge, MA 02139.

Item 2(a).

Name of Person Filing:

ARCH Venture Fund X, L.P. (“AVF X”); ARCH Venture Partners X, L.P. (“AVP X LP”); ARCH Venture Partners X, LLC (“AVP X LLC”); ARCH Venture Fund X Overage, L.P. (“AVF X Overage”); ARCH Venture Partners X Overage, L.P. (“AVF X Overage GP”) (collectively, the “Reporting Entities” and individually, each a “Reporting Entity”); and Keith Crandell (“Crandell”), Robert Nelsen (“Nelsen”), Kristina Burow (“Burow”) and Steven Gillis (“Gillis) (collectively, the “Investment Committee” and individually, each a “Committee Member”). The Reporting Entities and the Committee Members collectively are referred to as the “Reporting Persons”.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

8755 W. Higgins Avenue, Suite 1025, Chicago, IL 60631.

Item 2(c).

Citizenship:

Each of AVF X, AVF X LP, AVF X Overage and AVP X Overage GP, are limited partnerships organized under the laws of the State of Delaware. AVP X LLC is a limited liability company organized under the laws of the State of Delaware. Each Committee Member is a US citizen.

Item 2(d).

Title of Class of Securities.

Common stock, par value $0.001 per share.

Item 2(e).

CUSIP Number.

92539P101

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not Applicable.

CUSIP No. 92539P101

13G

Page 12 of 16 Pages

Item 4.

Ownership:

(a)	Amount beneficially owned: AVF X is the record owner of 1,254,404 shares of Common Stock (the “AVF X Shares”) as of December 31, 2021. AVP X LP, as the sole general partner of ARCH Venture Fund X, may be deemed to beneficially own the AVF X Shares. AVF X Overage is the record owner of 1,254,405, shares of Common Stock (the “AVF X Overage Shares”; combined with AVF X Shares, the “Record Shares”) as of December 31, 2021. AVP X Overage GP, as the sole general partner of ARCH X Overage, may be deemed to beneficially own the AVF X Overage Shares. AVP X LLC, as the sole general partner of AVP X LP and AVF X Overage GP, may be deemed to beneficially own the Record Shares. As Committee Members of AVP X LLC, each Committee Member may also be deemed to share the power to direct the disposition and vote of the Record Shares.
(b)	Percent of class: See line 11 of the cover sheets. The percentages set forth on the cover sheet for each Reporting Person is based upon 48,171,010 shares of common stock outstanding as of November 8, 2021 as reported on the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 10, 2021.

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: See line 5 of the cover sheets.

	(ii)	Shared power to vote or to direct the vote: See line 6 of the cover sheets.

	(iii)	Sole power to dispose or to direct the disposition: See line 7 of the cover sheets.

	(iv)	Shared power to dispose or to direct the disposition: See line 8 of the cover sheets.

Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

Not applicable.

CUSIP No. 92539P101

13G

Page 13 of 16 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2022

ARCH VENTURE FUND X, L.P.

By: ARCH Venture Partners X, L.P.

its General Partner

By: ARCH Venture Partners X, LLC

its General Partner

By: *

Keith Crandell

Managing Director

ARCH VENTURE PARTNERS X, L.P.

By: ARCH Venture Partners X, LLC

its General Partner

By: *

Keith Crandell

Managing Director

ARCH VENTURE PARTNERS X, LLC

By: *    

Keith Crandell

Managing Director

ARCH VENTURE FUND X OVERAGE, L.P.

By: ARCH Venture Partners X Overage, L.P.

its General Partner

By: ARCH Venture Partners X, LLC

its General Partner

By: *

Keith Crandell

Managing Director

ARCH VENTURE PARTNERS X OVERAGE, L.P.

By: ARCH Venture Partners X, LLC

its General Partner

By: *

Keith Crandell

Managing Director

CUSIP No. 92539P101

13G

Page 14 of 16 Pages

Keith Crandell

Robert Nelsen

Kristina Burow

Steven Gillis

* By: /s/ Mark McDonnell  

Mark McDonnell as

Attorney-in-Fact

* This Schedule 13G was executed by Mark McDonnell pursuant to Powers of Attorney filed as Exhibit 24 and 24.1 to the Form 3 relating to the beneficial ownership of shares of Verve Therapeutics, Inc. by the Reporting Persons filed with the Securities Exchange Commission on June 16, 2021 and incorporated herein in its entirety by reference.

CUSIP No. 92539P101

13G

Page 15 of 16 Pages

Exhibit 1

AGREEMENT

Pursuant to Rule 13d-1-(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Verve Therapeutics, Inc.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Dated: February 9, 2022

ARCH VENTURE FUND X, L.P.

By: ARCH Venture Partners X, L.P.

its General Partner

By: ARCH Venture Partners X, LLC

its General Partner

By: *

Keith Crandell

Managing Director

ARCH VENTURE PARTNERS X, L.P.

By: ARCH Venture Partners X, LLC

its General Partner

By: *

Keith Crandell

Managing Director

ARCH VENTURE PARTNERS X, LLC

By: *    

Keith Crandell

Managing Director

ARCH VENTURE FUND X OVERAGE, L.P.

By: ARCH Venture Partners X Overage, L.P.

its General Partner

By: ARCH Venture Partners X, LLC

its General Partner

By: *

Keith Crandell

Managing Director

ARCH VENTURE PARTNERS X OVERAGE, L.P.

By: ARCH Venture Partners X, LLC

its General Partner

By: *

Keith Crandell

Managing Director

CUSIP No. 92539P101

13G

Page 16 of 16 Pages

Keith Crandell

Robert Nelsen

Kristina Burow

Steven Gillis

* By: /s/ Mark McDonnell  

Mark McDonnell as

Attorney-in-Fact

* This Agreement was executed by Mark McDonnell pursuant to Powers of Attorney filed as Exhibit 24 and 24.1 to the Form 3 relating to the beneficial ownership of shares of Verve Therapeutics, Inc. by the Reporting Persons filed with the Securities Exchange Commission on June 16, 2021 and incorporated herein in its entirety by reference.

SEC Form SC 13G filed by Verve Therapeutics Inc.