| Item 1. | |
| (a) | Name of issuer:
VERVE THERAPEUTICS, INC. |
| (b) | Address of issuer's principal executive offices:
201 BROOKLINE AVENUE, SUITE 601, BOSTON, MA, 02215. |
| Item 2. | |
| (a) | Name of person filing:
GV 2017, L.P., a Delaware limited partnership (the "2017 Partnership")
GV 2017 GP, L.P., a Delaware limited partnership ("2017 GP")
GV 2017 GP, L.L.C., a Delaware limited liability company ("2017 LLC")
GV 2019, L.P., a Delaware limited partnership (the "2019 Partnership")
GV 2019 GP, L.P., a Delaware limited partnership ("2019 GP")
GV 2019 GP, L.L.C., a Delaware limited liability company ("2019 LLC")
GV 2023, L.P., a Delaware limited partnership (the "2023 Partnership")
GV 2023 GP, L.P., a Delaware limited partnership ("2023 GP")
GV 2023 GP, L.L.C., a Delaware limited liability company ("2023 LLC")
Alphabet Holdings LLC, a Delaware limited liability company ("Alphabet Holdings")
Verily Life Sciences LLC, a Delaware limited liability company ("Verily")
XXVI Holdings Inc., a Delaware corporation ("XXVI"), and
Alphabet Inc., a Delaware corporation ("Parent" and, together with the 2017 Partnership, 2017 GP, 2017 LLC, the 2019 Partnership, 2019 GP, 2019 LLC, the 2023 Partnership, 2023 GP, 2023 LLC, Alphabet Holdings, Verily, and XXVI, the "Reporting Persons"). |
| (b) | Address or principal business office or, if none, residence:
1600 Amphitheatre Parkway
Mountain View, CA 94043 |
| (c) | Citizenship:
Each of the Reporting Persons is formed, organized or incorporated, as applicable, in the State of Delaware. |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share |
| (e) | CUSIP No.:
92539P101 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Reference to "beneficial ownership" of securities for purposes of this statement on Schedule 13G, amendment number 3 (this "Statement") shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
As of July 25, 2025 (the "Effective Date"), which is the date as of which the Reporting Persons became obligated to file this Statement, the Reporting Persons own no securities of the Issuer and no shares of the Issuer's Common Stock.
In connection with the terms of an Agreement and Plan of Merger, dated as of June 16, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's indirect wholly owned subsidiary, Ridgeway Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $10.50 per share, net to the stockholder in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR" and, together with the Cash Consideration, the "Offer Price"), which represents the contractual right to receive a contingent payment of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of a certain specified milestone relating to the Issuer's business, in accordance with the terms and subject to the conditions of a contingent value rights agreement entered into by and among Parent, the Purchaser, and Computershare Inc. and its affiliate, Computershare Trust Company, N.A., as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of July 25, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent.
On the Effective Date, each outstanding share of the Issuer's Common Stock held by the Reporting Persons was accepted by the Purchaser, and was cancelled and converted into the right to receive the Offer Price, without interest, from the Purchaser.
Following the consummation of the Merger, all shares of the Issuer's Common Stock will be delisted from trading on Nasdaq Global Select Market and deregistered under the Exchange Act. |
| (b) | Percent of class:
As of the Effective Date upon consummation of the Merger, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 0.0% of the Issuer's outstanding Common Stock. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
2017 Partnership 0
2017 GP 0
2017 LLC 0
2019 Partnership 0
2019 GP 0
2019 LLC 0
2023 Partnership 0
2023 GP 0
2023 LLC 0
Alphabet Holdings 0
Verily 0
XXVI 0
Parent 0
|
| | (ii) Shared power to vote or to direct the vote:
2017 Partnership 0
2017 GP 0
2017 LLC 0
2019 Partnership 0
2019 GP 0
2019 LLC 0
2023 Partnership 0
2023 GP 0
2023 LLC 0
Alphabet Holdings 0
Verily 0
XXVI 0
Parent 0
|
| | (iii) Sole power to dispose or to direct the disposition of:
2017 Partnership 0
2017 GP 0
2017 LLC 0
2019 Partnership 0
2019 GP 0
2019 LLC 0
2023 Partnership 0
2023 GP 0
2023 LLC 0
Alphabet Holdings 0
Verily 0
XXVI 0
Parent 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
2017 Partnership 0
2017 GP 0
2017 LLC 0
2019 Partnership 0
2019 GP 0
2019 LLC 0
2023 Partnership 0
2023 GP 0
2023 LLC 0
Alphabet Holdings 0
Verily 0
XXVI 0
Parent 0
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class
|
| Item 6. | Ownership of more than 5 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 or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|