Akouos (AKUS) Form 4 Akouos / Management X, L.L.C. Sofinnova 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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X

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^*

Sofinnova Venture Partners X, L.P.

(Last) (First) (Middle)

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

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

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)
06/30/2020

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	06/30/2020		C		856,262	A	(1)	856,262	D(2)
Common Stock	06/30/2020		C		599,988	A	(3)	1,456,250	D(2)
Common Stock	06/30/2020		P		58,823	A	$17	1,515,073	D(2)

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	(1)	06/30/2020		C			18,044,028	(1)	(1)	Common Stock	856,262	(1)	0	D(2)
Series B Preferred Stock	(3)	06/30/2020		C			12,643,557	(3)	(3)	Common Stock	599,988	(3)	0	D(2)

1. Name and Address of Reporting Person^*

Sofinnova Venture Partners X, L.P.

(Last) (First) (Middle)

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sofinnova Management X, L.L.C.

(Last) (First) (Middle)

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HEALY JAMES

(Last) (First) (Middle)

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Katabi Maha

(Last) (First) (Middle)

C/O APELLIS PHARMACEUTICALS, INC.

6400 WESTWIND WAY, SUITE A

(Street)

CRESTWOOD MA 40014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

POWELL MICHAEL

(Last) (First) (Middle)

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Upon the closing of the initial public offering of the Issuer's Common Stock, the Series A Preferred Stock automatically converted into Common Stock on a 21.073-for-1 basis without payment of further consideration. The shares of Series A Preferred Stock had no expiration date.

2. The shares are held directly by Sofinnova Venture Partners X, L.P. ("SVP X"). Sofinnova Management X, L.L.C. ("SM X") is the general partner of SVP X and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by SVP X. James I. Healy, Maha Katabi, and Michael F. Powell are the managing members of SM X and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by SVP X. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein.

3. Upon the closing of the initial public offering of the Issuer's Common Stock, the Series B Preferred Stock automatically converted into Common Stock on a 21.073-for-1 basis without payment of further consideration. The shares of Series B Preferred Stock had no expiration date.

	/s/ Nathalie Auber, as attorney-in-fact for Sofinnova Venture Partners X, L.P	06/30/2020
	/s/ Nathalie Auber, as attorney-in-fact for Sofinnova Management X, L.L.C.	06/30/2020
	/s/ Nathalie Auber, as attorney-in-fact for James I. Healy	06/30/2020
	/s/ Nathalie Auber, as attorney-in-fact for Maha Katabi	06/30/2020
	/s/ Nathalie Auber, as attorney-in-fact for Michael F. Powell	06/30/2020
	** Signature of Reporting Person	Date
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