SEC Filing | Vera Therapeutics

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power

0

Shared Voting Power

1,872,764

Sole Dispositive Power

0

Shared Dispositive Power

1,872,764

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SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Vera Therapeutics, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

92337R101

(CUSIP Number)

Jeffrey Ferguson

The Carlyle Group

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington, D.C. 20004

(202) 729-5626

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 18, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

The information required on 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		13D		Page 1 of 14 pages


1		Names of Reporting Persons The Carlyle Group Inc.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 92337R101		13D		Page 2 of 14 pages


1		Names of Reporting Persons Carlyle Holdings I GP Inc.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 92337R101		13D		Page 3 of 14 pages


1		Names of Reporting Persons Carlyle Holdings I GP Sub L.L.C.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 92337R101		13D		Page 4 of 14 pages


1		Names of Reporting Persons Carlyle Holdings I L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 92337R101		13D		Page 5 of 14 pages


1		Names of Reporting Persons CG Subsidiary Holdings L.L.C.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 92337R101		13D		Page 6 of 14 pages


1		Names of Reporting Persons TC Group, L.L.C.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 92337R101		13D		Page 7 of 14 pages


1		Names of Reporting Persons Carlyle Investment Management L.L.C.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 92337R101		13D		Page 8 of 14 pages


1		Names of Reporting Persons Carlyle Genesis UK LLC
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 92337R101		13D		Page 9 of 14 pages


1		Names of Reporting Persons Abingworth LLP
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization England and Wales


CUSIP No. 92337R101		13D		Page 10 of 14 pages


1		Names of Reporting Persons Abingworth Bioventures 8 LP
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization England and Wales


CUSIP No. 92337R101		13D		Page 11 of 14 pages

Explanatory Note

This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on May 24, 2021 (as amended to date, the “Schedule 13D”), relating to the shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of Vera Therapeutics, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the 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, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 44,261,109 shares of Class A Common Stock outstanding as of May 5, 2023, as disclosed in the Issuer’s quarterly report on Form 10-Q filed on May 11, 2023.


Reporting Person	Amount beneficially owned		Percent of class			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		Shared power to dispose or to direct the disposition
The Carlyle Group Inc.		1,872,764		4.2	%		0		1,872,764		0		1,872,764
Carlyle Holdings I GP Inc.		1,872,764		4.2	%		0		1,872,764		0		1,872,764
Carlyle Holdings I GP Sub L.L.C.		1,872,764		4.2	%		0		1,872,764		0		1,872,764
Carlyle Holdings I L.P.		1,872,764		4.2	%		0		1,872,764		0		1,872,764
CG Subsidiary Holdings L.L.C.		1,872,764		4.2	%		0		1,872,764		0		1,872,764
TC Group, L.L.C.		1,872,764		4.2	%		0		1,872,764		0		1,872,764
Carlyle Investment Management L.L.C.		1,872,764		4.2	%		0		1,872,764		0		1,872,764
Carlyle Genesis UK LLC		1,872,764		4.2	%		0		1,872,764		0		1,872,764
Abingworth LLP		1,872,764		4.2	%		0		1,872,764		0		1,872,764
Abingworth Bioventures 8 LP		1,872,764		4.2	%		0		1,872,764		0		1,872,764

Abingworth Bioventures 8 LP is the record holder of the shares of Class A Common Stock reported herein.


CUSIP No. 92337R101		13D		Page 12 of 14 pages

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. Abingworth Bioventures 8 LP has delegated to Abingworth LLP all investment and dispositive power over the securities held of record by Abingworth Bioventures 8 LP. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Abingworth Bioventures 8 LP, but each disclaims beneficial ownership of such securities.

(c) In addition to the trades reported on Amendment No. 4, from July 11, 2023 through July 31, 2023, Abingworth Bioventures 8 LP disposed of 544,073 shares of Class A Common Stock in a series of open-market transactions. Details by date, listing the number of shares of Class A Common Stock disposed of and the weighted average price per share, are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction.


Date	Shares Disposed Of	Price Range	Weighted Average Price Per Share
July 11, 2023	1,147	$16.97 to $16.97	$16.97
July 12, 2023	66,477	$16.97 to $17.555	$17.1147
July 13, 2023	200	$16.97 to $16.99	$16.98
July 14, 2023	403	$16.97 to $17.00	$16.9813
July 17, 2023	73,416	$16.97 to $17.385	$17.1032
July 18, 2023	113,740	$17.00 to $17.88	$17.2871
July 19, 2023	67,985	$16.97 to $17.585	$17.1653
July 20, 2023	18,517	$16.97 to $17.135	$16.9948
July 21, 2023	16,372	$16.97 to $17.27	$17.0397
July 24, 2023	3,601	$16.97 to $17.08	$17.013
July 27, 2023	6,548	$16.97 to $17.055	$16.9971
July 28, 2023	56,586	$16.97 to $17.305	$17.0664
July 31, 2023	60,528	$17.16 to $18.15	$17.7877
July 31, 2023	58,553	$18.17 to 18.835	$18.5268

(d) None.

(e) As of July 18, 2023, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Class A Common Stock.


CUSIP No. 92337R101		13D		Page 13 of 14 pages

SIGNATURES

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.

Date: August 2, 2023


The Carlyle Group Inc.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

Carlyle Holdings I GP Inc.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Managing Director and Chief Financial Officer

Carlyle Holdings I GP Sub L.L.C.
By: Carlyle Holdings I GP Inc., its sole member

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Managing Director and Chief Financial Officer

Carlyle Holdings I L.P.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Managing Director

CG Subsidiary Holdings L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Managing Director

TC Group, L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Managing Director


CUSIP No. 92337R101		13D		Page 14 of 14 pages


Carlyle Investment Management L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

Carlyle Genesis UK LLC
By: Carlyle Investment Management L.L.C., its sole member

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

Abingworth LLP

By:		/s/ John Heard
Name:		John Heard
Title:		Authorized Signatory

Abingworth Bioventures 8 LP

By:		/s/ John Heard
Name:		John Heard
Title:		Authorized Signatory

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)