SEC Form SC 13G/A filed by Vera Therapeutics Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. 2)*
| Vera Therapeutics, Inc. |
| (Name of Issuer) |
| Class A Common Stock |
| (Title of Class of Securities) |
| 92337R101 |
| (CUSIP Number) |
| 31 December 2023 |
| (Date of Event Which Requires Filing of the Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| Cusip No. 92337R101 | 13G | Page 2 of 9 Pages |
| 1. |
NAME OF REPORTING PERSONS Ares Trading SA
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
SOLE VOTING POWER 1,913,5011
|
|
6.
|
SHARED VOTING POWER 0
| |
|
7.
|
SOLE DISPOSITIVE POWER 1,913,5011
| |
|
8.
|
SHARED DISPOSITIVE POWER 0
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,913,5011
|
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.6%2
|
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
|
| 1 | The record holder of the securities covered by this Schedule 13G is Ares Trading SA. |
Ares Trading SA is a dominantly controlled subsidiary of Merck Serono SA, Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany. Merck Serono SA, Coinsins, Switzerland is a wholly owned indirect subsidiary of Merck KGaA, Darmstadt, Germany and E. Merck KG, Darmstadt Germany. Merck KGaA, Darmstadt, Germany is a publicly traded company (Frankfurt Stock Exchange, DAX 40) and the beneficiary of the two companies. Merck KGaA, Darmstadt Germany is dominantly controlled by E. Merck KG, Darmstadt Germany. Merck Serono SA, Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany and Merck KGaA, Darmstadt, Germany and E. Merck KG, Darmstadt, Germany may be deemed to possess voting and dispositive power with respect to the securities held of record by Ares Trading SA.
| 2 | This percentage is based on 52,497,462 shares of Class A Common Stock outstanding (assuming the underwriters do not exercise in full the option to purchase additional shares), as disclosed by the Issuer in its prospectus supplement dated January 29, 2024 and filed with the Securities and Exchange Commission (the “Commission”) on January 30, 2024 (the “Prospectus Supplement”). |
| Cusip No. 92337R101 | 13G | Page 3 of 9 Pages |
| 1. |
NAME OF REPORTING PERSONS Merck Serono SA, Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
SOLE VOTING POWER 1,913,5013
|
|
6.
|
SHARED VOTING POWER 0
| |
|
7.
|
SOLE DISPOSITIVE POWER 1,913,5013
| |
|
8.
|
SHARED DISPOSITIVE POWER 0
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,913,5013
|
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.6%4
|
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
|
| 3 | The record holder of the securities covered by this Schedule 13G is Ares Trading SA. Ares Trading SA is a dominantly controlled subsidiary of Merck Serono SA, Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany. Merck Serono SA, Coinsins, Switzerland is a wholly owned indirect subsidiary of Merck KGaA, Darmstadt, Germany and E. Merck KG, Darmstadt Germany. Merck KGaA, Darmstadt, Germany is a publicly traded company (Frankfurt Stock Exchange, DAX 40) and the beneficiary of the two companies. Merck KGaA, Darmstadt Germany is dominantly controlled by E. Merck KG, Darmstadt Germany. Merck Serono SA, Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany and Merck KGaA, Darmstadt, Germany and E. Merck KG, Darmstadt, Germany may be deemed to possess voting and dispositive power with respect to the securities held of record by Ares Trading SA. |
| 4 | This percentage is based on 52,497,462 shares of Class A Common Stock outstanding (assuming the underwriters do not exercise in full the option to purchase additional shares), as disclosed by the Issuer in its Prospectus Supplement. |
| Cusip No. 92337R101 | 13G | Page 4 of 9 Pages |
| 1. |
NAME OF REPORTING PERSONS Merck KGaA, Darmstadt, Germany
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Germany
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
SOLE VOTING POWER 1,913,5015
|
|
6.
|
SHARED VOTING POWER 0
| |
|
7.
|
SOLE DISPOSITIVE POWER 1,913,5015
| |
|
8.
|
SHARED DISPOSITIVE POWER 0
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,913,5015
|
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.6%6
|
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
|
| 5 | The record holder of the securities covered by this Schedule 13G is Ares Trading SA. Ares Trading SA is a dominantly controlled subsidiary of Merck Serono SA, Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany. Merck Serono SA, Coinsins, Switzerland is a wholly owned indirect subsidiary of Merck KGaA, Darmstadt, Germany and E. Merck KG, Darmstadt Germany. Merck KGaA, Darmstadt, Germany is a publicly traded company (Frankfurt Stock Exchange, DAX 40) and the beneficiary of the two companies. Merck KGaA, Darmstadt Germany is dominantly controlled by E. Merck KG, Darmstadt Germany. Merck Serono SA, Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany and Merck KGaA, Darmstadt, Germany and E. Merck KG, Darmstadt, Germany may be deemed to possess voting and dispositive power with respect to the securities held of record by Ares Trading SA. |
| 6 | This percentage is based on 52,497,462 shares of Class A Common Stock outstanding (assuming the underwriters do not exercise in full the option to purchase additional shares), as disclosed by the Issuer in its Prospectus Supplement. |
| Cusip No. 92337R101 | 13G | Page 5 of 9 Pages |
| 1. |
NAME OF REPORTING PERSONS E. Merck KG, Darmstadt Germany
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Germany
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
SOLE VOTING POWER 1,913,5017
|
|
6.
|
SHARED VOTING POWER 0
| |
|
7.
|
SOLE DISPOSITIVE POWER 1,913,5015
| |
|
8.
|
SHARED DISPOSITIVE POWER 0
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,913,5015
|
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.6%8
|
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
|
| 7 | The record holder of the securities covered by this Schedule 13G is Ares Trading SA. Ares Trading SA is a dominantly controlled subsidiary of Merck Serono SA, Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany. Merck Serono SA, Coinsins, Switzerland is a wholly owned indirect subsidiary of Merck KGaA, Darmstadt, Germany and E. Merck KG, Darmstadt, Germany. Merck KGaA, Darmstadt, Germany is a publicly traded company (Frankfurt Stock Exchange, DAX 40) and the beneficiary of the two companies. Merck KGaA, Darmstadt Germany is dominantly controlled by E. Merck KG, Darmstadt Germany. Merck Serono SA, Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany and Merck KGaA, Darmstadt, Germany and E. Merck KG, Darmstadt, Germany may be deemed to possess voting and dispositive power with respect to the securities held of record by Ares Trading SA. |
| 8 | This percentage is based on 52,497,462 shares of Class A Common Stock outstanding (assuming the underwriters do not exercise in full the option to purchase additional shares), as disclosed by the Issuer in its Prospectus Supplement. |
| Cusip No. 92337R101 | 13G | Page 6 of 9 Pages |
| Item 1(a). | Name of Issuer: | ||
| Vera Therapeutics, Inc. | |||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | ||
| 8000 Marina Blvd, Suite 120 | |||
| Brisbane, California 94005 | |||
| Item 2(a). | Name of Person Filing: | ||
|
This Schedule 13G is being filed by each of the following persons (each, a “Reporting Person” and together, the “Reporting Persons”):
Ares Trading SA Merck Serono SA, Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany Merck KGaA, Darmstadt, Germany E. Merck KG, Darmstadt, Germany
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(l) of the Securities Exchange Act of 1934, as amended. | |||
| Item 2(b). | Address of Principal Business Office or, if none, Residence: | ||
|
Ares Trading SA: Zone Industrielle de l’Outriettaz, 1170 Aubonne, Switzerland Merck Serono SA: Zone Industrielle, 1267 Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany Merck KGaA: Frankfurter Strasse 250, 64293 Darmstadt, Germany E. Merck KG: Emanuel-Merck-Platz 1, 64293 Darmstadt, Germany | |||
| Item 2(c). | Citizenship: | ||
| The Reporting Persons Ares Trading SA and Merck Serono SA Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany are organized in Switzerland. The Reporting Persons Merck KGaA and E. Merck KG are organized in Darmstadt, Germany. | |||
| Item 2(d). | Title of Class of Securities: | ||
| Common Stock, US$ 0.001 par value per share | |||
| Item 2(e). | CUSIP Number: | ||
| 92337R101 | |||
| 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: | ||
|
Not applicable | |||
| (a) | o | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | o | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | o | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | o | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | |
| (j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |
| (k) | o | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | |
| Cusip No. 92337R101 | 13G | Page 7 of 9 Pages |
| Item 4. | Ownership: |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| (a) | Amount beneficially owned: 1,913,5019 | ||
| (b) | Percent of class: 3.6%10 | ||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote: 1,913,5017 | ||
| (ii) | Shared power to vote or to direct the vote: 0 | ||
| (iii) | Sole power to dispose or to direct the disposition of: 1,913,501 | ||
| (iv) | Shared power to dispose or to direct the disposition of: 0 | ||
| Item 5. | Ownership of Five Percent or Less of a Class: |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o. | |
| Item 6. | Ownership of More Than Five 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: |
| Not applicable | |
| Item 8. | Identification and Classification of Members of the Group: |
| Not applicable | |
| Item 9. | Notice of Dissolution of Group: |
| Not applicable | |
| Item 10. | Certifications: |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 9 | The record holder of the securities covered by this Schedule 13G is Ares Trading SA. Ares Trading SA is a dominantly controlled subsidiary of Merck Serono SA, Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany. Merck Serono SA, Coinsins, Switzerland is a wholly owned indirect subsidiary of Merck KGaA, Darmstadt, Germany and E. Merck KG, Darmstadt Germany. Merck KGaA, Darmstadt, Germany is a publicly traded company (Frankfurt Stock Exchange, DAX 40) and the beneficiary of the two companies. Merck KGaA, Darmstadt Germany is dominantly controlled by E. Merck KG, Darmstadt Germany. Merck Serono SA, Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany and Merck KGaA, Darmstadt, Germany and E. Merck KG, Darmstadt, Germany may be deemed to possess voting and dispositive power with respect to the securities held of record by Ares Trading SA. |
| 10 | This percentage is based on 52,497,462 shares of Class A Common Stock outstanding (assuming the underwriters do not exercise in full the option to purchase additional shares), as disclosed by the Issuer in its Prospectus Supplement. |
| Cusip No. 92337R101 | 13G |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| ARES TRADING SA | ARES TRADING SA | |||
| Date: | February 14, 2024 | Date: | February 14, 2024 | |
| By: | /s/ Cedric Hyde | By: | /s/ Florence Jolidon | |
| Name: | Cedric Hyde | Name: | Florence Jolidon | |
| Title: | CFO | Title: | Finance Manager | |
| MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY | MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY | |||
| Date: | February 14, 2024 | Date: | February 14, 2024 | |
| By: | /s/ Cedric Hyde | By: | /s/ Florence Jolidon | |
| Name: | Cedric Hyde | Name: | Florence Jolidon | |
| Title: | CFO | Title: | Finance Manager | |
| MERCK KGAA, DARMSTADT, GERMANY | MERCK KGAA, DARMSTADT, GERMANY | |||
| Date: | February 14, 2024 | Date: | February 14, 2024 | |
| By: | /s/ Jens Eckhardt | By: | /s/ Johannes Eckhardt | |
| Name: | Jens Eckhardt | Name: | Johannes Eckhardt | |
| Title: | Head of Legal HC BD, Alliance Mgt, GMS & Governance | Title: | Head of Legal – M&A, Ventures & Finance | |
| E.MERCK KG, DARMSTADT, GERMANY | E.MERCK KG, DARMSTADT, GERMANY | |||
| Date: | February 14, 2024 | Date: | February 14, 2024 | |
| By: | /s/ Johannes Eckhardt | By: | /s/ Kristin Eibisch | |
| Name: | Johannes Eckhardt | Name: | Kristin Eibisch | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| Cusip No. 92337R101 | 13G |
EXHIBIT INDEX
| Exhibit 99.2 | Power of Attorney |