SEC FORM 4 SEC Form 4
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).
1. Name and Address of Reporting Person*
Carlyle Group Inc.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vera Therapeutics, Inc. [ VERA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 08/17/2022 M 9,925 A $11 2,970,156 I See footnotes(1)(2)
Class A Common Stock 08/17/2022 S 3,281 D $19.8849(3) 2,966,875 I See footnotes(1)(2)
Class A Common Stock 08/17/2022 S 6,472 D $20.4201(4) 2,960,403 I See footnotes(1)(2)
Class A Common Stock 08/17/2022 S 172 D $21.0748(5) 2,960,231 I See footnotes(1)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (right to buy) $11 08/17/2022 M 9,925 (6) 05/12/2031 Class A Common Stock 9,925 $0.00 0 I See footnotes(1)(2)(7)
1. Name and Address of Reporting Person*
Carlyle Group Inc.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Abingworth LLP

(Last) (First) (Middle)
38 JERMYN STREET,

(Street)
LONDON, ENGLAND X0 SW1Y 6DN

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Abingworth Bioventures 8 LP

(Last) (First) (Middle)
38 JERMYN STREET,

(Street)
LONDON, ENGLAND X0 SW1Y 6DN

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings I GP Inc.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings I GP Sub L.L.C.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings I L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CG Subsidiary Holdings L.L.C.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group, LLC

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Investment Management LLC

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Genesis UK LLC

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
Explanation of Responses:
1. Reflects securities held of record by Abingworth Bioventures 8 LP ("ABV 8"). ABV 8 has delegated to Abingworth LLP all investment and dispositive power over the securities held of record by ABV 8.
2. The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle Investment Management, L.L.C., which is the sole member of Carlyle Genesis UK LLC, which is the principal member of Abingworth LLP. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by ABV 8, but each disclaims beneficial ownership of such securities.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.74 to $19.995. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.99. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.025 to $21.09. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The stock option is fully vested and exercisable.
7. Under an agreement between Kurt von Emster and Abingworth LLP, Mr. von Emster is deemed to hold the stock option and any shares of Class A Common Stock issuable upon exercise of the stock option for the benefit of ABV 8, and must exercise the stock option solely upon the direction of Abingworth LLP.
Remarks:
The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer 08/19/2022
Carlyle Holdings I GP Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director and Chief Financial Officer 08/19/2022
Carlyle Holdings I GP Sub L.L.C., By: Carlyle Holdings I GP Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director and Chief Financial Officer 08/19/2022
Carlyle Holdings I L.P., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director 08/19/2022
CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director 08/19/2022
TC Group, L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director 08/19/2022
Carlyle Investment Management L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer 08/19/2022
Carlyle Genesis UK LLC, By: Carlyle Investment Management L.L.C., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer 08/19/2022
Abingworth LLP, By: /s/ John Heard, Authorized Signatory 08/19/2022
Abingworth Bioventures 8 LP, By: /s/ John Heard, Authorized Signatory 08/19/2022
** 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).
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