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

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
02 Dec 2022, 14:38:15 UTC
Prior SEC filing
04 Nov 2021
Next SEC filing
01 Jul 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
5AM Ventures V, L.P., By: 5AM Partners V, LLC, its General Partner, By /s/ Scott M. Rocklage, Managing Member

Key filing fact

5AM Ventures V, L.P. filed Form 4 for Akouos, Inc. on 02 Dec 2022.

Key facts

  • This page summarizes 5AM Ventures V, L.P.'s Form 4 filing for Akouos, Inc..
  • 2 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 02 Dec 2022, 14:38.

Change

  • Previous filing in this sequence was filed on 04 Nov 2021.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

AKUS transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares
-3,153,333
Change %
-100%
Price
Shares after
0
Date
30 Nov 2022
Ownership
By 5AM Ventures V, L.P.
Footnotes
F1, F2, F3, F4
AKUS transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares
-982,453
Change %
-100%
Price
Shares after
0
Date
30 Nov 2022
Ownership
5AM Opportunities I, L.P.
Footnotes
F1, F2, F5, F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

5AM Ventures V, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote 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...

Footnote 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.

Footnote F3

Shares are held directly by 5AM Ventures V, L.P. ("Ventures V").

Footnote 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.

Footnote 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.

Footnote F6

Shares are held directly by Opportunities I.

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