Director Seidenberg Beth C sold $696,233 worth of shares (16,476 units at $42.26), decreasing direct ownership by 9% to 146,553 units (SEC Form 4)
$VERA
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vera Therapeutics, Inc. [ VERA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/18/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 09/18/2024 | S(1) | 1,177 | D | $42.0119(2) | 160,376(3)(4) | D | |||
| Class A Common Stock | 09/18/2024 | S(1) | 1,476 | D | $42 | 4,012(5) | I | See Footnote(6) | ||
| Class A Common Stock | 09/19/2024 | S(1) | 13,823 | D | $42.3058(7) | 146,553 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 19, 2024. |
| 2. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $42.00 to $42.07, inclusive. The Reporting Person will provide upon request to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 3. In prior reports, the Reporting Person reported indirect beneficial ownership of 1,949,295 shares of Class A Common Stock (the "Shares") held by Kleiner Perkins Caufield & Byers XVI, LLC ("KPCB XVI") and KPCB XVI Founders Fund, LLC ("XVI Founders"), whose managing member is KPCB XVI Associates, LLC ("XVI Associates"). On April 10, 2024, KPCB XVI and XVI Founders made a pro-rata in-kind distribution of 750,000 Shares without consideration to its members, including XVI Associates, and likewise on June 5, 2024, they made an additional pro-rata in-kind distribution of 1,199,295 Shares to its members, including XVI Associates. |
| 4. On April 10, 2024, April 12, 2024, June 5, 2024 and June 13, 2024, the Reporting Person received an aggregate of 161,553 Shares as part of a pro-rata in-kind distribution without consideration from KPCB XVI, XVI Founders and their managing member, XVI Associates. The Reporting Person is one of the five managing members of XVI Associates. |
| 5. On April 10, 2024 and June 5, 2024, an aggregate of 5,488 Shares were received as part of a pro-rata in-kind distribution without consideration from XVI Associates, the managing member of KPCB XVI and XVI Founders. The Reporting Person is one of the five managing members of XVI Associates. |
| 6. Shares are held by the Samuel B. Seidenberg Irrevocable Trust, established on July 1, 2013, for which the Reporting Person and her spouse serve as trustees. |
| 7. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $42.00 to $42.79, inclusive. The Reporting Person will provide upon request to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| /s/ Joseph R. Young, Attorney-in-Fact | 09/20/2024 | |
| ** 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||