Scott D. Sandell - Nov 30, 2022 Form 4 Insider Report for Akouos, Inc. (AKUS)

Role
10%+ Owner
Signature
/s/ Louis Citron, attorney-in-fact
Stock symbol
AKUS
Transactions as of
Nov 30, 2022
Transactions value $
$0
Form type
4
Date filed
12/2/2022, 04:10 PM
Previous filing
Nov 18, 2022
Next filing
Dec 22, 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 -4.29M -100% 0 Nov 30, 2022 See Note 3 F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Scott D. Sandell 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 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, [Continued on Note 2]
F2 [Continuation of Note 1] 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 The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 16 securities in which the Reporting Person has no pecuniary interest.