Akouos (AKUS) Form 3 Akouos / AG NOVARTIS ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Novartis Bioventures Ltd

(Last) (First) (Middle)

FORUM 1-1.32, LICHTSTRASSE 35

(Street)

BASEL V8 CH-4056

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/25/2020

3. Issuer Name and Ticker or Trading Symbol
Akouos, Inc. [ AKUS ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	856,262	(1)	I	See Footnote(2)
Series B Preferred Stock	(3)	(3)	Common Stock	199,996	(3)	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Novartis Bioventures Ltd

(Last) (First) (Middle)

FORUM 1-1.32, LICHTSTRASSE 35

(Street)

BASEL V8 CH-4056

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NOVARTIS AG

(Last) (First) (Middle)

FORUM 1-1.32, LICHTSTRASSE 35

(Street)

BASEL V8 CH-4056

(City) (State) (Zip)

Explanation of Responses:

1. The Series A Preferred Stock is convertible into Common Stock on a 21.073-for-1 basis into the number of shares of Common Stock as shown in Column 3 without payment of further consideration, at any time at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date.

2. Novartis Bioventures Ltd. is the record holder of the securities reported herein. As the indirect parent of Novartis Bioventures Ltd., Novartis AG may be deemed to share beneficial ownership of these securities.

3. The Series B Preferred Stock is convertible into Common Stock on a 21.073-for-1 basis into the number of shares of Common Stock as shown in Column 3 without payment of further consideration, at any time at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date.

Remarks:

Exhibit 24.1 - Power of Attorney

	Novartis Bioventures Ltd., By: /s/ Bart Dzikowski, Title: Secretary of the Board, By: /s/ Beat Steffen, Title: Authorized Signatory	06/25/2020
	Novartis AG, By: /s/ Bart Dzikowski, Title: Authorized Signatory, By: /s/ Beat Steffen, Title: Authorized Signatory	06/25/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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