Sachiyo Minegishi - Dec 1, 2022 Form 4 Insider Report for Akouos, Inc. (AKUS)

Role: Chief Financial Officer
Signature: /s/ Karoline Shair, attorney-in-fact
Stock symbol: AKUS
Transactions as of: Dec 1, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/2/2022, 03:48 PM
Previous filing: Feb 17, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AKUS	Stock Option (right to buy)	Disposed to Issuer		-150K	-100%		0	Dec 1, 2022	Common Stock	150K	$5.89	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Sachiyo Minegishi is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	At the effective time of the merger (the "Effective Time"), pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Kearny Acquisition Corporation ("Merger Sub"), dated as of October 17, 2022, each outstanding option to purchase shares of common stock, par value $0.0001 per share, of the Issuer ("Shares") having an exercise price less than $12.50 per Share, whether or not vested, was cancelled and converted into the right to receive (x) an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (A) the total number of Shares subject to such option immediately prior to the Effective Time multiplied by [Continued on Note 2]
F2	[Continuation of Note 1] (B) the excess, if any, of $12.50 per Share over the applicable exercise price per Share under such option and (y) one non-tradable contingent value right ("CVR") for each Share subject to such option immediately prior to the Effective Time (without regard to vesting), which represents the contractual right to receive contingent payments 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 certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of November 30, 2022, by and among Parent, Merger Sub, Computershare Inc. and Computershare Trust Company, N.A.

Content

At the effective time of the merger (the "Effective Time"), pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Kearny Acquisition Corporation ("Merger Sub"), dated as of October 17, 2022, each outstanding option to purchase shares of common stock, par value $0.0001 per share, of the Issuer ("Shares") having an exercise price less than $12.50 per Share, whether or not vested, was cancelled and converted into the right to receive (x) an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (A) the total number of Shares subject to such option immediately prior to the Effective Time multiplied by [Continued on Note 2]

[Continuation of Note 1] (B) the excess, if any, of $12.50 per Share over the applicable exercise price per Share under such option and (y) one non-tradable contingent value right ("CVR") for each Share subject to such option immediately prior to the Effective Time (without regard to vesting), which represents the contractual right to receive contingent payments 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 certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of November 30, 2022, by and among Parent, Merger Sub, Computershare Inc. and Computershare Trust Company, N.A.