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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Akouos, Inc. [ AKUS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/30/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/30/2020 | C | 799,984(1) | A | (1) | 799,984 | I | See Notes 2 and 3(2)(3) | ||
| Common Stock | 06/30/2020 | P | 1,176,000(4) | A | $17 | 1,975,984 | I | See Notes 2 and 3(2)(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series B Convertible Preferred Stock | (1) | 06/30/2020 | C | 16,858,076 | (1) | (1) | Common Stock | 799,984 | (1) | 0 | I | See Notes 2 and 3(2)(3) | |||
| Explanation of Responses: |
| 1. The Series B Convertible Preferred Stock converted into Common Stock on a 21.073-for-1 basis without payment of further consideration upon closing of the initial public offering of the Issuer's Common Stock. Qualified acquired 386,974 shares of Common Stock on such conversion, and Venture acquired 321,641 shares of Common Stock on such conversion. The Series B Convertible Preferred Stock had no expiration date. |
| 2. The Filers are EcoR1 Capital, LLC (EcoR1), Oleg Nodelman, EcoR1 Capital Fund Qualified, L.P. (Qualified), EcoR1 Venture Opportunity Fund, L.P. (Venture) and Biotech Opportunity GP, LLC (Biotech). EcoR1 is the investment adviser of private funds, including Qualified and Venture (collectively, the Funds). Biotech is the general partner of Venture, and EcoR1 is the general partner of Qualified. Mr. Nodelman is the manager and controlling owner of EcoR1 and Biotech. EcoR1 is filing this report for itself, Mr. Nodelman, Qualified, Venture and Biotech. The Filers are filing this Form 4 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended. |
| 3. The Funds hold the securities reported herein directly for the benefit of their investors. Qualified holds 1,383,048 shares of Common Stock, and Venture holds 321,641 shares of Common Stock. EcoR1 indirectly beneficially owns the securities reported herein as the investment adviser to the Funds, and Biotech indirectly beneficially owns the securities held by Venture as the general partner of Venture. Mr. Nodelman indirectly beneficially owns the securities reported herein as the control person of EcoR1 and Biotech. The Filers disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
| 4. Qualified purchased 996,074 shares of Common Stock in the transaction. |
| EcoR1 Capital, LLC, By Oleg Nodelman, Manager | 07/02/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||