5AM Ventures V, L.P. - Nov 30, 2022 Form 4 Insider Report for Akouos, Inc. (AKUS)

Role
10%+ Owner
Signature
5AM Ventures V, L.P., By: 5AM Partners V, LLC, its General Partner, By /s/ Scott M. Rocklage, Managing Member
Stock symbol
AKUS
Transactions as of
Nov 30, 2022
Transactions value $
$0
Form type
4
Date filed
12/2/2022, 02:38 PM
Previous filing
Nov 4, 2021

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 -3.15M -100% 0 Nov 30, 2022 By 5AM Ventures V, L.P. F1, F2, F3, F4
transaction AKUS Common Stock Disposition pursuant to a tender of shares in a change of control transaction -982K -100% 0 Nov 30, 2022 5AM Opportunities I, L.P. F1, F2, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

5AM Ventures V, L.P. 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...
F2 (cont. from footnote 1)...(i) $12.50 per Share, net to the stockholder in cash, without interest (the "Cash Consideration") and less any applicable tax withholding, plus (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 Shares are held directly by 5AM Ventures V, L.P. ("Ventures V").
F4 5AM Partners V, LLC ("Partners V") is the general partner of Ventures V and may be deemed to have sole investment and voting power over the shares held by Ventures V. Each of Andrew Schwab, Dr. Kush Parmar and Dr. Scott Rocklage is a Managing Member of Partners V, and may be deemed to have shared voting and dispositive power over the shares held by Ventures V. Therefore, each of Mr. Schwab, Dr. Parmar, Dr. Rocklage, and Partners V may be deemed to beneficially own the shares held by Ventures V. Each of Mr. Schwab, Dr. Rocklage, and Partners V disclaims beneficial ownership over the shares held by Ventures V except to the extent of his or its pecuniary interest therein. Dr. Parmar is a director of the Issuer and files separate Section 16 reports.
F5 5AM Opportunities I (GP), LLC ("Opportunities GP") is the general partner of 5AM Opportunities I, L.P. ("Opportunities I") and may be deemed to have sole investment and voting power over the shares held by Opportunities I. Each of Andrew Schwab and Dr. Kush Parmar is a Managing Member of Opportunities GP, and may be deemed to have shared voting and dispositive power over the shares held by Opportunities I. Therefore, each of Mr. Schwab, Dr. Parmar and Opportunities GP may be deemed to beneficially own the shares held by Opportunities I. Each of Mr. Schwab and Opportunities GP disclaims beneficial ownership over the shares held by Opportunities I except to the extent of his or its pecuniary interest therein. Dr. Parmar is a director of the Issuer and files separate Section 16 reports.
F6 Shares are held directly by Opportunities I.