07/28/2025 | Press release | Distributed by Public on 07/28/2025 15:15
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $5.02 | 07/25/2025 | D | 136,139 | (1)(2) | (1)(2) | Common Stock | 136,139 | (1)(2) | 0 | D | ||||
| Stock Option (right to buy) | $5.73 | 07/25/2025 | D | 42,200 | (1)(2) | (1)(2) | Common Stock | 42,200 | (1)(2) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Cumbo Alexander C/O VERVE THERAPEUTICS, INC. 201 BROOKLINE AVENUE, SUITE 601 BOSTON, MA 02215 |
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| /s/ Andrew Ashe, as Attorney-in-Fact for Alexander Cumbo | 07/28/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the terms of an Agreement and Plan of Merger, dated as of June 16, 2025, by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's indirect wholly owned subsidiary, Ridgeway Acquisition Corporation, at the effective time of the Merger (the "Effective Time"), each outstanding stock option of Issuer having an exercise price less than $10.50 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration") (each such option, a "Cash-Out Stock Option") that is outstanding immediately prior to the Effective Time, whether or not vested, was automatically cancelled, by virtue of the Merger and without any action on the part of any holder of any Cash-Out Stock Option, and each holder of such Cash-Out Stock Option received (without interest) (i) an amount in cash (less any applicable tax withholdings) equal to the product of (a) the excess, if any, of the Cash Consideration over the |
| (2) | (continued from footnote 1) applicable exercise price per share underlying such Cash-Out Stock Option multiplied by (b) the total number of shares of the Issuer's Common Stock subject to such Cash-Out Stock Option and (ii) one non-tradeable contingent value right for each share subject to such Cash-Out Stock Option (without regard to vesting). |