[SCHEDULE 13G/A] Verve Therapeutics, Inc. SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

VERVE THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

92539P101

(CUSIP Number)

07/25/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

GV 2017, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

GV 2017 GP, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

GV 2017 GP, L.L.C.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

GV 2019, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

GV 2019 GP, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

GV 2019 GP, L.L.C.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

GV 2023, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

GV 2023 GP, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

GV 2023 GP, L.L.C.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

Alphabet Holdings LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

Verily Life Sciences LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

XXVI Holdings Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

Alphabet Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: VERVE THERAPEUTICS, INC.
(b)	Address of issuer's principal executive offices: 201 BROOKLINE AVENUE, SUITE 601, BOSTON, MA, 02215.
Item 2.
(a)	Name of person filing: GV 2017, L.P., a Delaware limited partnership (the "2017 Partnership") GV 2017 GP, L.P., a Delaware limited partnership ("2017 GP") GV 2017 GP, L.L.C., a Delaware limited liability company ("2017 LLC") GV 2019, L.P., a Delaware limited partnership (the "2019 Partnership") GV 2019 GP, L.P., a Delaware limited partnership ("2019 GP") GV 2019 GP, L.L.C., a Delaware limited liability company ("2019 LLC") GV 2023, L.P., a Delaware limited partnership (the "2023 Partnership") GV 2023 GP, L.P., a Delaware limited partnership ("2023 GP") GV 2023 GP, L.L.C., a Delaware limited liability company ("2023 LLC") Alphabet Holdings LLC, a Delaware limited liability company ("Alphabet Holdings") Verily Life Sciences LLC, a Delaware limited liability company ("Verily") XXVI Holdings Inc., a Delaware corporation ("XXVI"), and Alphabet Inc., a Delaware corporation ("Parent" and, together with the 2017 Partnership, 2017 GP, 2017 LLC, the 2019 Partnership, 2019 GP, 2019 LLC, the 2023 Partnership, 2023 GP, 2023 LLC, Alphabet Holdings, Verily, and XXVI, the "Reporting Persons").
(b)	Address or principal business office or, if none, residence: 1600 Amphitheatre Parkway Mountain View, CA 94043
(c)	Citizenship: Each of the Reporting Persons is formed, organized or incorporated, as applicable, in the State of Delaware.
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 92539P101
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:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Reference to "beneficial ownership" of securities for purposes of this statement on Schedule 13G, amendment number 3 (this "Statement") shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As of July 25, 2025 (the "Effective Date"), which is the date as of which the Reporting Persons became obligated to file this Statement, the Reporting Persons own no securities of the Issuer and no shares of the Issuer's Common Stock. 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, net to the stockholder in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR" and, together with the Cash Consideration, the "Offer Price"), 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 and less any applicable tax withholding, upon the achievement of a certain specified milestone relating to the Issuer's business, in accordance with the terms and subject to the conditions of a contingent value rights agreement entered into 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. On the Effective Date, each outstanding share of the Issuer's Common Stock held by the Reporting Persons was accepted by the Purchaser, and was cancelled and converted into the right to receive the Offer Price, without interest, from the Purchaser. Following the consummation of the Merger, all shares of the Issuer's Common Stock will be delisted from trading on Nasdaq Global Select Market and deregistered under the Exchange Act.
(b)	Percent of class: As of the Effective Date upon consummation of the Merger, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 0.0% of the Issuer's outstanding Common Stock.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2017 Partnership 0 2017 GP 0 2017 LLC 0 2019 Partnership 0 2019 GP 0 2019 LLC 0 2023 Partnership 0 2023 GP 0 2023 LLC 0 Alphabet Holdings 0 Verily 0 XXVI 0 Parent 0
	(ii) Shared power to vote or to direct the vote: 2017 Partnership 0 2017 GP 0 2017 LLC 0 2019 Partnership 0 2019 GP 0 2019 LLC 0 2023 Partnership 0 2023 GP 0 2023 LLC 0 Alphabet Holdings 0 Verily 0 XXVI 0 Parent 0
	(iii) Sole power to dispose or to direct the disposition of: 2017 Partnership 0 2017 GP 0 2017 LLC 0 2019 Partnership 0 2019 GP 0 2019 LLC 0 2023 Partnership 0 2023 GP 0 2023 LLC 0 Alphabet Holdings 0 Verily 0 XXVI 0 Parent 0
	(iv) Shared power to dispose or to direct the disposition of: 2017 Partnership 0 2017 GP 0 2017 LLC 0 2019 Partnership 0 2019 GP 0 2019 LLC 0 2023 Partnership 0 2023 GP 0 2023 LLC 0 Alphabet Holdings 0 Verily 0 XXVI 0 Parent 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 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 or Control Person.
	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.

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.

GV 2017, L.P.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel of GV 2017 GP, L.L.C., the General Partner of GV 2017 GP, L.P., its General Partner
Date:	07/28/2025

GV 2017 GP, L.P.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel of GV 2017 GP, L.L.C., its General Partner
Date:	07/28/2025

GV 2017 GP, L.L.C.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel
Date:	07/28/2025

GV 2019, L.P.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel of GV 2019 GP, L.L.C., the General Partner of GV 2019 GP, L.P., its General Partner
Date:	07/28/2025

GV 2019 GP, L.P.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel of GV 2019 GP, L.L.C., its General Partner
Date:	07/28/2025

GV 2019 GP, L.L.C.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel
Date:	07/28/2025

GV 2023, L.P.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel of GV 2023 GP, L.L.C., the General Partner of GV 2023 GP, L.P., its General Partner
Date:	07/28/2025

GV 2023 GP, L.P.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel of GV 2023 GP, L.L.C., its General Partner
Date:	07/28/2025

GV 2023 GP, L.L.C.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel
Date:	07/28/2025

Alphabet Holdings LLC

Signature:	/s/ Kathryn W. Hall
Name/Title:	Kathryn W. Hall/Secretary
Date:	07/28/2025

Verily Life Sciences LLC

Signature:	/s/ Utpal Koppikar
Name/Title:	Utpal Koppikar/Finance Director
Date:	07/28/2025

XXVI Holdings Inc.

Signature:	/s/ Kathryn W. Hall
Name/Title:	Kathryn W. Hall/Assistant Secretary
Date:	07/28/2025

Alphabet Inc.

Signature:	/s/ Kathryn W. Hall
Name/Title:	Kathryn W. Hall/Assistant Secretary
Date:	07/28/2025