Sec Form 13G Filing - GV 2017 L.P. filing for VERVE THERAPEUTICS INC (VERV) - 2022-02-14

Rule 13d-1(b)

Rule 13d-1(c)

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.

  NAME OF REPORTING PERSONS

  GV 2017, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  6,320,905 ⁽¹⁾

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER

  6,320,905 ⁽²⁾

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EA CH REPORTING PERSON

  6,320,905

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  13.12% ⁽³⁾

  TYPE OF REPORTING PERSON

  PN

Consists of 6,320,905 shares of the Issuer’s Common Stock held directly by GV 2017, L.P. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2017, L.P.

Consists of 6,320,905 shares of the Issuer’s Common Stock held directly by GV 2017, L.P. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2017, L.P.

Based on 48,171,010 shares of the Issuer’s Common Stock outstanding as of November 8, 2021 as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021.

  NAME OF REPORTING PERSONS

  GV 2017 GP, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  6,320,905 ⁽¹⁾

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER

  6,320,905 ⁽²⁾

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,320,905

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  13.12% ⁽³⁾

  TYPE OF REPORTING PERSON

  PN

Consists of 6,320,905 shares of the Issuer’s Common Stock held directly by GV 2017, L.P. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2017, L.P.

Consists of 6,320,905 shares of the Issuer’s Common Stock held directly by GV 2017, L.P. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2017, L.P.

Based on 48,171,010 shares of the Issuer’s Common Stock outstanding as of November 8, 2021 as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021.

  NAME OF REPORTING PERSONS

  GV 2017 GP, L.L.C.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  6,320,905 ⁽¹⁾

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER.

  6,320,905 ⁽²⁾

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,320,905

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  13.12% ⁽³⁾

  TYPE OF REPORTING PERSON

  OO

Consists of 6,320,905 shares of the Issuer’s Common Stock held directly by GV 2017, L.P. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2017, L.P.

Consists of 6,320,905 shares of the Issuer’s Common Stock held directly by GV 2017, L.P. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2017, L.P.

Based on 48,171,010 shares of the Issuer’s Common Stock outstanding as of November 8, 2021 as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021.

  NAME OF REPORTING PERSONS

  GV 2019, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  4,472,509 ⁽⁴⁾

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER

  4,472,509 ⁽⁵⁾

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,472,509

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  9.28% (3)

  TYPE OF REPORTING PERSON

  PN

Consists of 4,472,509 shares of the Issuer’s Common Stock held directly by GV 2019, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2019, L.P.

Consists of 4,472,509 shares of the Issuer’s Common Stock held directly by GV 2019, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2019, L.P.

Based on 48,171,010 shares of the Issuer’s Common Stock outstanding as of November 8, 2021 as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021.

  NAME OF REPORTING PERSONS

  GV 2019 GP, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  4,472,509 ⁽⁴⁾

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER

  4,472,509 ⁽⁵⁾

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,472,509

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  9.28% ⁽³⁾

  TYPE OF REPORTING PERSON

  PN

Consists of 4,472,509 shares of the Issuer’s Common Stock held directly by GV 2019, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deem ed to have sole power to vote the shares held directly by GV 2019, L.P.

Consists of 4,472,509 shares of the Issuer’s Common Stock held directly by GV 2019, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2019, L.P.

Based on 48,171,010 shares of the Issuer’s Common Stock outstanding as of November 8, 2021 as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021.

  NAME OF REPORTING PERSONS

  GV 2019 GP, L.L.C.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  4,472,509 ⁽⁴⁾

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER.

  4,472,509 ⁽⁵⁾

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,472,509

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  9.28% ⁽³⁾

  TYPE OF REPORTING PERSON

  OO

Consists of 4,472,509 shares of the Issuer’s Common Stock held directly by GV 2019, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2019, L.P.

Consists of 4,472,509 shares of the Issuer’s Common Stock held directly by GV 2019, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder o f XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2019, L.P.

Based on 48,171,010 shares of the Issuer’s Common Stock outstanding as of November 8, 2021 as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021.

  NAME OF REPORTING PERSONS

  Verily Life Sciences LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  180,597

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER.

  180,597

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  180,597

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  0.37% ⁽³⁾

  TYPE OF REPORTING PERSON

  OO

Based on 48,171,010 shares of the Issuer’s Common Stock outstanding as of November 8, 2021 as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021.

  NAME OF REPORTING PERSONS

   Alphabet Holdings LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  10,793,414 ⁽⁶⁾

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER.

  10,793,414 ⁽⁷⁾

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  10,793,414

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  22.41% ⁽³⁾

  TYPE OF REPORTING PERSON

  OO

Consists of 6,320,905 shares of the Issuer’s Common Stock held directly by GV 2017, L.P. and 4,472,509 shares of the Issuer’s Common Stock held directly by GV 2019, L.P. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2017, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2019, L.P.

Consists of 6,320,905 shares of the Issuer’s Common Stock held directly by GV 2017, L.P. and 4,472,509 shares of the Issuer’s Common Stock held directly by GV 2019, L.P.    GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2017, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2019, L.P.

Based on 48,171,010 shares of the Issuer’s Common Stock outstanding as of November 8, 2021 as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021.

  NAME OF REPORTING PERSONS

   XXVI Holdings Inc.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  10,974,011 ⁽⁸⁾

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER.

  10,974,011 ⁽⁹⁾

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  10,974,011

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  22.78% ⁽³⁾

  TYPE OF REPORTING PERSON

  CO

Consists of 6,320,905 shares of the Issuer’s Common Stock held directly by GV 2017, L.P., 4,472,509 shares of the Issuer’s Common Stock held directly by GV 2019, L.P., and 180,597 shares of the Issuer’s Common Stock held directly by Verily Life Sciences LLC. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2017, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2019, L.P. XXVI Holdings Inc. (the managing member of Verily Life Sciences LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may be deemed to have sole power to vote the shares held directly by Verily Life Sciences LLC.

Consists of 6,320,905 shares of the Issuer’s Common Stock held directly by GV 2017, L.P., 4,472,509 shares of the Issuer’s Common Stock held directly by GV 2019, L.P., and 180,597 shares of the Issuer’s Common Stock held directly by Verily Life Sciences LLC. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2017, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2019, L.P. XXVI Holdings Inc. (the managing member of Verily Life Sciences LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may be deemed to have sole power to dispose of the shares held directly by Verily Life Sciences LLC.

Based on 48,171,010 shares of the Issuer’s Common Stock outstanding as of November 8, 2021 as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021.

  NAME OF REPORTING PERSONS

   Alphabet Inc.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  10,974,011 ⁽⁸⁾

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER.

  10,974,011 ⁽⁹⁾

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  10,974,011

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  22.78% ⁽³⁾

  TYPE OF REPORTING PERSON

  CO, HC

Consists of 6,320,905 shares of the Issuer’s Common Stock held directly by GV 2017, L.P., 4,472,509 shares of the Issuer’s Common Stock held directly by GV 2019, L.P., and 180,597 shares of the Issuer’s Common Stock held directly by Verily Life Sciences LLC. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2017, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2019, L.P. XXVI Holdings Inc. (the managing member of Verily Life Sciences LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may be deemed to have sole power to vote the shares held directly by Verily Life Sciences LLC.

Consists of 6,320,905 shares of the Issuer’s Common Stock held directly by GV 2017, L.P., 4,472,509 shares of the Issuer’s Common Stock held directly by GV 2019, L.P., and 180,597 shares of the Issuer’s Common Stock held directly by Verily Life Sciences LLC. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2017, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2019, L.P. XXVI Holdings Inc. (the managing member of Verily Life Sciences LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may be deemed to have sole power to dispose of the shares held directly by Verily Life Sciences LLC.

Based on 48,171,010 shares of the Issuer’s Common Stock outstanding as of November 8, 2021 as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021.

NAME OF ISSUER

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

NAME OF PERSONS FILING:

GV 2017, L.P., a Delaware limited partnership

GV 2017 GP, L.P., a Delaware limited partnership

GV 2017 GP, L.L.C., a Delaware limited liability company

GV 2019, L.P., a Delaware limited partnership

GV 2019 GP, L.P., a Delaware limited partnership

GV 2019 GP, L.L.C., a Delaware limited liability company

Verily Life Sciences LLC, a Delaware limited liability company

Alphabet Holdings LLC, a Delaware limited liability company

XXVI Holdings Inc., a Delaware corporation, and

Alphabet Inc., a Delaware corporation

ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

CITIZENSHIP:

TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER:

Not Applicable.

OWNERSHIP:

Amount beneficially owned:

Percent of Class:

Number of shares as to which such person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

NOTICE OF DISSOLUTION OF GROUP:

CERTIFICATION:

/s/ Kathryn W. Hall

/s/ Kathryn W. Hall

/s/ Kathryn W. Hall

/s/ Kathryn W. Hall

/s/ Kathryn W. Hall

/s/ Kathryn W. Hall

/s/ Duncan Welstead

/s/ Kathryn W. Hall

/s/ Kathryn W. Hall

/s/ Kathryn W. Hall

Found on

Sequentially

Exhibit

Numbered Page

Exhibit A: Agreement of Joint Filing