Akouos (AKUS) Form 3 Initial statement of insider ownership

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^*

Partners Innovation Fund, LLC

(Last) (First) (Middle)

215 FIRST STREET, SUITE 500

(Street)

CAMBRIDGE MA 02142

(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)

X	Form filed by One Reporting Person
	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 Seed Preferred Stock	(1)	(1)	Common Stock	102,751	(1)	D(2)
Series A Preferred Stock	(3)	(3)	Common Stock	342,505	(3)	D(2)
Series B Preferred Stock	(4)	(4)	Common Stock	119,997	(4)	D(2)

Explanation of Responses:

1. The Series Seed 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. The securities are held by Partners Innovation Fund, LLC ("PIF"). PIF is a limited liability company controlled by its members. The Members of PIF are (1) The General Hospital Corporation (commonly referred to as "MGH"), (2) Brigham and Women's Hospital and (3) Massachusetts Eye and Ear.

3. 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.

4. 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.

	/s/ Partners Innovation Fund, LLC By: Julius Knowles, 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.
* If the form is filed by more than one reporting person, see Instruction 5 (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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