Atlas Venture Fund XI Form 4 Change in insider ownership

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^*

Atlas Venture Fund XI, L.P.

(Last) (First) (Middle)

400 TECHNOLOGY SQ.

10TH FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Akero Therapeutics, Inc. [ AKRO ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2019

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

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

	Form filed by One Reporting Person
X	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	06/24/2019		C		3,469,759(1)	A	(2)	3,469,759	I	See Footnote(4)
Common Stock	06/24/2019		C		235,099(3)	A	(2)	235,099	I	See Footnote(5)
Common Stock	06/24/2019		P		270,000(6)	A	$16	505,099	I	See Footnote(5)

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
Series A Preferred Stock	(2)	06/24/2019		C			10,666,667	(2)	(2)	Common Stock	3,469,759	$0	0	I	See Footnote(4)
Series B Preferred Stock	(2)	06/24/2019		C			722,737	(2)	(2)	Common Stock	235,099	$0	0	I	See Footnote(5)

1. Name and Address of Reporting Person^*

Atlas Venture Fund XI, L.P.

(Last) (First) (Middle)

400 TECHNOLOGY SQ.

10TH FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates XI, LLC

(Last) (First) (Middle)

400 TECHNOLOGY SQ.

10TH FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates XI, L.P.

(Last) (First) (Middle)

400 TECHNOLOGY SQ.

10TH FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates Opportunity I, L.P.

(Last) (First) (Middle)

400 TECHNOLOGY SQ.

10TH FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates Opportunity I, LLC

(Last) (First) (Middle)

400 TECHNOLOGY SQ.

10TH FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Opportunity Fund I, L.P.

(Last) (First) (Middle)

400 TECHNOLOGY SQ.

10TH FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

Explanation of Responses:

1. Represents the total number of shares of common stock received by Atlas Venture Fund XI, L.P. ("AVF XI") upon the conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.

2. All series of preferred stock automatically converted into the Issuer's common stock on a 3.07418-for-one basis upon the closing of the Issuer's initial public offering on June 24, 2019 and had no expiration date.

3. Represents the total number of shares of common stock received by Atlas Opportunity Fund I, L.P. ("AVO I") upon the conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.

4. These shares are owned directly by AVF XI. Atlas Venture Associates XI, L.P., ("AVA XI LP") is the general partner of AVF XI. Atlas Venture Associates XI, LLC ("AVA XI LLC") is the general partner of AVF XI LP. Each of AVA XI LP and AVA XI LLC disclaims Section 16 beneficial ownership of the securities held by AVF XI, except to the extent of its pecuniary interest therein, if any.

5. These shares are owned directly by AVO I. Atlas Venture Associates Opportunity I, L.P. ("AVAO LP") is the general partner of AVO I. Atlas Venture Associates Opportunity I, LLC ("AVAO LLC") is the general partner of AVAO LP. Each of AVAO LP and AVAO LLC disclaims Section 16 beneficial ownership of the securities held by AVO I, except to the extent of its pecuniary interest therein, if any.

6. On June 24, 2019, AVO I purchased 270,000 shares of common stock of the Issuer at a price of $16.00 per share pursuant to an underwritten public offering.

	Atlas Venture Fund XI, L.P., By: Atlas Venture Associates XI, L.P., its general partner, By: Atlas Venture Associates XI, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer	06/25/2019
	Atlas Venture Associates XI, L.P., By: Atlas Venture Associates XI, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer	06/25/2019
	Atlas Venture Associates XI, LLC By: Ommer Chohan, Chief Financial Officer	06/25/2019
	Atlas Venture Opportunity Fund I, L.P., By: Atlas Venture Associates Opportunity I, L.P., its general partner, By: Atlas Venture Associates Opportunity I, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer	06/25/2019
	Atlas Venture Associates Opportunity I, L.P., By: Atlas Venture Associates Opportunity I, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer	06/25/2019
	Atlas Venture Associates Opportunity I, LLC By: Ommer Chohan, Chief Financial Officer	06/25/2019
	** Signature of Reporting Person	Date
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