Jennifer Anne Wellman - Nov 30, 2022 Form 4 Insider Report for Akouos, Inc. (AKUS)

Signature
/s/ Karoline Shair, attorney-in-fact
Stock symbol
AKUS
Transactions as of
Nov 30, 2022
Transactions value $
$0
Form type
4
Date filed
12/2/2022, 03:51 PM
Previous filing
Feb 17, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AKUS Common Stock Disposition pursuant to a tender of shares in a change of control transaction -12.3K -100% 0 Nov 30, 2022 Direct F1, F2

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 -54.8K -100% 0 Dec 1, 2022 Common Stock 54.8K $0.84 Direct F3
transaction AKUS Stock Option (right to buy) Disposed to Issuer -40.6K -100% 0 Dec 1, 2022 Common Stock 40.6K $2.32 Direct F3
transaction AKUS Stock Option (right to buy) Disposed to Issuer -127K -100% 0 Dec 1, 2022 Common Stock 127K $7.38 Direct F3
transaction AKUS Stock Option (right to buy) Disposed to Issuer -130K -100% 0 Dec 1, 2022 Common Stock 130K $5.89 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jennifer Anne Wellman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the terms of 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, these shares of common stock, par value $0.0001 per share, of the Issuer ("Shares") were tendered prior to the Expiration Date (as defined in the Merger Agreement) and disposed of at the Acceptance Time (as defined in the Merger Agreement) in exchange for (i) $12.50 per Share, net to the stockholder in cash, without interest (the "Cash Consideration") and less any applicable tax withholding, plus [Continued on Note 2]
F2 [Continuation of Note 1] (ii) one non-tradable contingent value right ("CVR") per Share, 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.
F3 At the effective time of the merger (the "Effective Time"), pursuant to the Merger Agreement, each outstanding option to purchase 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 (B) the excess, if any, of the Cash Consideration over the applicable exercise price per Share under such option and (y) one CVR for each Share subject to such option immediately prior to the Effective Time (without regard to vesting).