Eli Lilly and (LLY) 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^*

Tyto Acquisition Corp

(Last) (First) (Middle)

LILLY CORPORATE CENTER

(Street)

INDIANAPOLIS IN 46285

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2020

3. Issuer Name and Ticker or Trading Symbol
Prevail Therapeutics Inc. [ PRVL ]

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)
Common Stock, par value $0.0001 per share	0(1)(2)(3)(4)(5)	D

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

1. Name and Address of Reporting Person^*

Tyto Acquisition Corp

(Last) (First) (Middle)

LILLY CORPORATE CENTER

(Street)

INDIANAPOLIS IN 46285

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ELI LILLY & Co

(Last) (First) (Middle)

LILLY CORPORATE CENTER

(Street)

NDIANAPOLIS IN 46285

(City) (State) (Zip)

Explanation of Responses:

1. Eli Lilly and Company ("Lilly") and its wholly owned subsidiary, Tyto Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of December 14, 2020 (the "Merger Agreement"), with Prevail Therapeutics Inc. (the "Issuer"), pursuant to which Purchaser will commence a cash tender offer (as may be amended from time to time in accordance with the terms of the Merger Agreement, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share, of the Issuer (the "Issuer Common Stock"), at a price per share of Issuer Common Stock of (a) $22.50 per Share, net to the seller in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right (a "CVR"),

2. (Continued from footnote 1) which CVR represents the contractual right to receive a contingent payment of up to $4.00 per share, net to the seller in cash, without interest, which amount (or such lesser amount as determined in accordance with the terms and conditions of such contingent value right) will become payable, if at all, if a specified milestone is achieved prior to December 1, 2028, on the terms and subject to the conditions set forth in the Merger Agreement. Upon successful completion of the Offer, and subject to the terms and conditions of the Merger Agreement, Purchaser will be merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger and becoming a wholly-owned subsidiary of Lilly. (Continued in Footnote 3)

3. In connection with the Merger Agreement, Lilly and Purchaser entered into tender and support agreements, each dated as of December 14, 2020 (the "Tender and Support Agreements""), with (i) OrbiMed Private Investments VI, LP (the "OrbiMed Stockholder"), (ii) Pontifax Venture Capital and certain of its affiliates (collectively, the "Pontifax Stockholder"), and (iii) Asa Abeliovich, M.D., PHD. (the "Abeliovich Stockholder"), each of which agreed, subject to certain limited specified exceptions, to tender into the Offer, and not withdraw, all Issuer Common Stock owned of record or beneficially owned or acquired by them after such date (the "Subject Shares"), to vote the Subject Shares in favor of the Merger and vote against certain alternative acquisition proposals to the Merger. (Continued in Footnote 4)

4. As of the date hereof, the Subject Shares include 13,822,463 shares of Issuer Common Stock beneficially owned by the OrbiMed Stockholder, 1,576,881 shares of Issuer Common Stock beneficially owned by the Pontifax Stockholder and 1,957,486 shares of Issuer Common Stock beneficially owned by the Abeliovich Stockholder. (Continued in Footnote 5)

5. As Purchaser is a wholly-owned subsidiary of Lilly, and because Purchaser and Lilly executed the Tender and Support Agreements, each of Purchaser and Lilly (collectively, the "Reporting Persons") may be deemed to have acquired beneficial ownership over the Subject Shares for the purpose of determining its status as a ten percent holder thereof. However, as none of the Reporting Persons have any pecuniary interest in the Subject Shares, beneficial ownership over the Subject Shares is expressly disclaimed for reporting purposes.

Remarks:

Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference.

	/s/ Joshua L. Smiley	12/16/2020
	/s/ Kenneth L. Custer	12/16/2020
	** Signature of Reporting Person	Date
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