SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person* Nickerson Joan (Last) (First) (Middle) C/O VERVE THERAPEUTICS, INC. 201 BROOKLINE AVENUE, SUITE 601 (Street) BOSTON MA 02215 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/15/2023	3. Issuer Name and Ticker or Trading Symbol Verve Therapeutics, Inc. [ VERV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Administrative Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,494	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	02/10/2032	Common Stock	69,000	$30.94	D
Stock Option (right to buy)	(2)	03/31/2031	Common Stock	102,016	$8.98	D
Stock Option (right to buy)	(3)	02/13/2033	Common Stock	53,170	$21.76	D
Restricted Stock Units	(4)	(4)	Common Stock	13,260	(5)	D

Explanation of Responses:

1. The option was granted on February 11, 2022. 25% of the shares underlying the option vested on February 11, 2023, and the remainder are scheduled to vest in equal monthly installments thereafter until February 11, 2026.

2. The option was granted on April 1, 2021. 25% of the shares underlying the option vested on April 1, 2022, and the remainder are scheduled to vest in equal monthly installments until April 1, 2025.

3. The option was granted on February 14, 2023. 25% of the shares underlying the option will vest on February 14, 2024, and the remainder are scheduled to vest in equal monthly installments thereafter until February 14, 2027.

4. On February 14, 2023, the reporting person was granted 13,260 restricted stock units, vesting in four equal annual installments beginning on April 1, 2024 and the remaining three installments vesting on April 1, 2025, April 1, 2026 and April 1, 2027.

5. Each restricted stock unit represents a contingent right to receive one share of common stock.

Remarks:

Exhibit Index 24.1 Power of Attorney

	/s/ Andrew Ashe, as Attorney-in-Fact for Joan Nickerson	02/23/2023
	** Signature of Reporting Person	Date
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 5 (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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