Akebia Therapeutics (AKBA) Form 4 Akebia Therapeutics / Michel Dahan ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dahan Michel

(Last) (First) (Middle)

C/O AKEBIA THERAPEUTICS, INC.

245 FIRST STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Akebia Therapeutics, Inc. [ AKBA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/24/2023		A		200,000(1)	A	$0.00	669,515	D
Common Stock	05/25/2023		S		95,478(2)	D	$1.2229	574,037	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to buy)	$0.41	05/24/2023		A		200,000		(3)	05/12/2032	Common Stock	200,000	$0.00	200,000	D

Explanation of Responses:

1. As previously disclosed, in May 2022, the Reporting Person was granted performance-based restricted stock units ("PSUs") pursuant to the Issuer's 2014 Incentive Plan, as amended. The PSUs vest upon the closing of a significant transaction as defined in the award agreement. On May 24, 2023, the Company entered into a License Agreement, which transaction qualified as a significant transaction and closed on May 24, 2023. As a result, all of the PSUs vested on May 24, 2023

2. This sale was made automatically by the Issuer to cover tax withholding obligations in connection with the vesting and settlement of all of the PSUs.

3. As previously disclosed, in May 2022, the Reporting Person was granted performance-based options (the "Options") pursuant to the Issuer's 2014 Incentive Plan, as amended. The Options vest upon the closing of a significant transaction as defined in the award agreements. On May 24, 2023, the Company entered into a License Agreement, which transaction qualified as a significant transaction and closed on May 24, 2023. As a result, all of the shares subject to the Option vested on May 24, 2023.

Remarks:

	/s/ Carolyn Rucci, attorney-in-fact for Michel Dahan	05/25/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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