4//SEC Filing
ADELMAN BURT A 4
Accession 0000950170-25-099258
CIK 0001840574other
Filed
Jul 27, 8:00 PM ET
Accepted
Jul 28, 5:15 PM ET
Size
13.4 KB
Accession
0000950170-25-099258
Insider Transaction Report
Form 4
ADELMAN BURT A
Director
Transactions
- Disposition from Tender
Common Stock
2025-07-25−428,326→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (right to buy)
2025-07-25−42,200→ 0 totalExercise: $5.73→ Common Stock (42,200 underlying) - Disposition to Issuer
Stock Option (right to buy)
2025-07-25−43,198→ 0 totalExercise: $8.98→ Common Stock (43,198 underlying) - Disposition to Issuer
Stock Option (right to buy)
2025-07-25−136,139→ 0 totalExercise: $5.02→ Common Stock (136,139 underlying)
Footnotes (3)
- [F1]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 in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), 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
- [F2](continued from footnote 1) and less any applicable tax withholding, upon the achievement of a certain specified milestone relating to the Issuer's business (the "Milestone Payment"), in accordance with the terms and subject to the conditions of a contingent value rights agreement entered 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 (the "Effective Time").
- [F3]Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding stock option of Issuer having an exercise price less than 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 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 CVR for each share subject to such Cash-Out Stock Option (without regard to vesting).
Documents
Issuer
Verve Therapeutics, Inc.
CIK 0001840574
Entity typeother
IncorporatedMA
Related Parties
1- filerCIK 0001226283
Filing Metadata
- Form type
- 4
- Filed
- Jul 27, 8:00 PM ET
- Accepted
- Jul 28, 5:15 PM ET
- Size
- 13.4 KB