Kearny Acquisition Corp - 30 Nov 2022 Form 4 Insider Report for Akouos, Inc.

Reporting relationship: 10%+ Owner
Issuer ticker: N/A
Reported as of: 30 Nov 2022
Net transaction value: +$374,908,350
SEC form: 4
Accepted by SEC: 01 Dec 2022, 15:10:12 UTC
Prior SEC filing: 27 Oct 2022
Source filing: View source filing
Reporting owner signature: /s/ Philip L. Johnson, President, on behalf of Kearny Acquisition Corporation

Key filing fact

Kearny Acquisition Corp filed Form 4 for Akouos, Inc. on 01 Dec 2022.

Key facts

This page summarizes Kearny Acquisition Corp's Form 4 filing for Akouos, Inc..
1 reported transaction and 0 derivative rows are listed below.
Accepted by SEC: 01 Dec 2022, 15:10.

Change

Previous filing in this sequence was filed on 27 Oct 2022.
Current net transaction value: +$374,908,350.

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

Purchase

Transaction value: $374,908,350
Shares: +29,992,668
Change %
Price: $12.50
Shares after: 100
Date: 30 Nov 2022
Ownership: Direct
Footnotes: F1, F2, F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Kearny Acquisition Corp is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Kearny Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of October 17, 2022 (the "Merger Agreement"), with Akouos, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of the Issuer in exchange for (a) $12.50 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,

Footnote F2

(continued from footnote 1) 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 Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.

Footnote F3

As of one minute past 11:59 p.m., Eastern Time, on November 29, 2022 (the "Expiration Time"), when the Offer expired, approximately 29,992,668 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On November 30, 2022, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.

Footnote F4

Following consummation of the Offer, on December 1, 2022, Lilly completed its acquisition of the Issuer pursuant to the terms of the Merger Agreement through the merger of Purchaser with and into the Issuer, and without a meeting of the stockholders of the Issuer in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer surviving such merger as a wholly-owned subsidiary of Lilly. As a result of the merger, Lilly received an aggregate of 100 newly issued shares of common stock, $0.00001 par value per share (the "New Shares"), of the Issuer, which represent all of the Issuer's issued and outstanding New Shares.