Form 4 - Statement of changes in beneficial ownership of securities

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).

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^*

Fordyce Marshall

(Last)

(First)

(Middle)

C/O VERA THERAPEUTICS, INC.

2000 SIERRA POINT PARKWAY, SUITE 1200

(Street)

BRISBANE

94005

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/13/2024		M		12,218	A	$2.8968	98,160⁽¹⁾	D
Class A Common Stock	11/13/2024		S⁽²⁾		12,218	D	$49.5428⁽³⁾	85,942	D
Class A Common Stock	11/13/2024		M		3,307	A	$2.8968	89,249	D
Class A Common Stock	11/13/2024		S⁽²⁾		3,307	D	$50.2815⁽⁴⁾	85,942	D
Class A Common Stock	11/13/2024		M		100	A	$2.8968	86,042	D
Class A Common Stock	11/13/2024		S⁽²⁾		100	D	$51.2	85,942	D
Class A Common Stock	11/13/2024		M		1,565	A	$2.8968	87,507	D
Class A Common Stock	11/13/2024		S⁽²⁾		1,565	D	$49.5867⁽⁵⁾	85,942	D
Class A Common Stock	11/13/2024		M		310	A	$2.8968	86,252	D
Class A Common Stock	11/13/2024		S⁽²⁾		310	D	$50.351⁽⁶⁾	85,942	D
Class A Common Stock	11/13/2024		M		1,875	A	$2.8968	87,817	D
Class A Common Stock	11/13/2024		S⁽²⁾		1,875	D	$49.5739⁽⁷⁾	85,942	D
Class A Common Stock	11/13/2024		M		1,875	A	$2.8968	87,817	D
Class A Common Stock	11/13/2024		S⁽²⁾		1,875	D	$49.5192⁽⁷⁾	85,942	D
Class A Common Stock	11/13/2024		M		1,875	A	$2.8968	87,817	D
Class A Common Stock	11/13/2024		S⁽²⁾		1,875	D	$49.4992⁽⁷⁾	85,942	D
Class A Common Stock	11/13/2024		M		7,500	A	$2.8968	93,442	D
Class A Common Stock	11/13/2024		S⁽²⁾		7,500	D	$49	85,942	D
Class A Common Stock								222,030	I	By GRAT

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$2.8968	11/13/2024		M			15,625	⁽⁸⁾	12/15/2030	Class A Common Stock	15,625	$0	753,587	D
Stock Option (Right to Buy)	$2.8968	11/13/2024		M			1,875	⁽⁸⁾	12/15/2030	Class A Common Stock	1,875	$0	751,712	D
Stock Option (Right to Buy)	$2.8968	11/13/2024		M			1,875	⁽⁸⁾	12/15/2030	Class A Common Stock	1,875	$0	749,837	D
Stock Option (Right to Buy)	$2.8968	11/13/2024		M			1,875	⁽⁸⁾	12/15/2030	Class A Common Stock	1,875	$0	747,962	D
Stock Option (Right to Buy)	$2.8968	11/13/2024		M			1,875	⁽⁸⁾	12/15/2030	Class A Common Stock	1,875	$0	746,087	D
Stock Option (Right to Buy)	$2.8968	11/13/2024		M			7,500	⁽⁸⁾	12/15/2030	Class A Common Stock	7,500	$0	738,587	D

Explanation of Responses:

1. Excludes 222,030 shares previously owned directly, which on November 7, 2024, were contributed to a grantor retained annuity trust, in which the Reporting Person is the sole grantee and annuitant.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 23, 2024.

3. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $49.02 to $50.01, 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.

4. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $50.02 to $50.67, 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.

5. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $49.05 to $50.03, 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.

6. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $50.13 to $50.78, 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.

7. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $49.00 to $49.88, 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.

8. 1/4 of the shares subject to the option vested on December 16, 2021, and 1/48 of the shares vest monthly thereafter.

	/s/ Joseph R. Young, Attorney-in-Fact	11/15/2024
	** 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.
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