0001209191-22-059372.txt : 20221202 0001209191-22-059372.hdr.sgml : 20221202 20221202153815 ACCESSION NUMBER: 0001209191-22-059372 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221130 FILED AS OF DATE: 20221202 DATE AS OF CHANGE: 20221202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROCKLAGE SCOTT M CENTRAL INDEX KEY: 0001219014 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39343 FILM NUMBER: 221441710 MAIL ADDRESS: STREET 1: C/O 5AM VENTURES STREET 2: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schwab Andrew J. CENTRAL INDEX KEY: 0001598549 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39343 FILM NUMBER: 221441709 MAIL ADDRESS: STREET 1: C/O 5AM VENTURES STREET 2: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM Ventures V, L.P. CENTRAL INDEX KEY: 0001674324 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39343 FILM NUMBER: 221441714 BUSINESS ADDRESS: STREET 1: 2200 SAND HILL ROAD, SUITE 110 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 233-8600 MAIL ADDRESS: STREET 1: 2200 SAND HILL ROAD, SUITE 110 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM Partners V, LLC CENTRAL INDEX KEY: 0001791889 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39343 FILM NUMBER: 221441713 BUSINESS ADDRESS: STREET 1: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (415) 993-8565 MAIL ADDRESS: STREET 1: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM Opportunities I, L.P. CENTRAL INDEX KEY: 0001753000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39343 FILM NUMBER: 221441712 BUSINESS ADDRESS: STREET 1: 501 SECOND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (415) 993-8565 MAIL ADDRESS: STREET 1: 501 SECOND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM Opportunities I (GP), LLC CENTRAL INDEX KEY: 0001790778 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39343 FILM NUMBER: 221441711 BUSINESS ADDRESS: STREET 1: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (415) 993-8565 MAIL ADDRESS: STREET 1: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Akouos, Inc. CENTRAL INDEX KEY: 0001722271 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 BUSINESS ADDRESS: STREET 1: 645 SUMMER STREET, SUITE 200 CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 857-410-1818 MAIL ADDRESS: STREET 1: 645 SUMMER STREET, SUITE 200 CITY: BOSTON STATE: MA ZIP: 02210 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-11-30 1 0001722271 Akouos, Inc. AKUS 0001674324 5AM Ventures V, L.P. 501 2ND STREET, SUITE 350 SAN FRANCISCO CA 94107 0 0 1 0 0001791889 5AM Partners V, LLC 501 2ND STREET, SUITE 350 SAN FRANCISCO CA 94107 0 0 1 0 0001753000 5AM Opportunities I, L.P. 501 2ND STREET, SUITE 350 SAN FRANCISCO CA 94107 0 0 1 0 0001790778 5AM Opportunities I (GP), LLC 501 2ND STREET, SUITE 350 SAN FRANCISCO CA 94107 0 0 1 0 0001219014 ROCKLAGE SCOTT M 501 2ND STREET, SUITE 350 SAN FRANCISCO CA 94107 0 0 1 0 0001598549 Schwab Andrew J. 501 2ND STREET, SUITE 350 SAN FRANCISCO CA 94107 0 0 1 0 Common Stock 2022-11-30 4 U 0 3153333 D 0 I By 5AM Ventures V, L.P. Common Stock 2022-11-30 4 U 0 982453 D 0 I 5AM Opportunities I, L.P. Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Kearny Acquisition Corporation ("Merger Sub"), dated as of October 17, 2022, these shares of common stock, par value $0.0001 per share, of the Issuer ("Shares") were tendered prior to the Expiration Date (as defined in the Merger Agreement) and disposed of at the Acceptance Time (as defined in the Merger Agreement) in exchange for... (cont. from footnote 1)...(i) $12.50 per Share, net to the stockholder in cash, without interest (the "Cash Consideration") and less any applicable tax withholding, plus (ii) one non-tradable contingent value right ("CVR") per Share, which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of November 30, 2022, by and among Parent, Merger Sub, Computershare Inc. and Computershare Trust Company, N.A. Shares are held directly by 5AM Ventures V, L.P. ("Ventures V"). 5AM Partners V, LLC ("Partners V") is the general partner of Ventures V and may be deemed to have sole investment and voting power over the shares held by Ventures V. Each of Andrew Schwab, Dr. Kush Parmar and Dr. Scott Rocklage is a Managing Member of Partners V, and may be deemed to have shared voting and dispositive power over the shares held by Ventures V. Therefore, each of Mr. Schwab, Dr. Parmar, Dr. Rocklage, and Partners V may be deemed to beneficially own the shares held by Ventures V. Each of Mr. Schwab, Dr. Rocklage, and Partners V disclaims beneficial ownership over the shares held by Ventures V except to the extent of his or its pecuniary interest therein. Dr. Parmar is a director of the Issuer and files separate Section 16 reports. 5AM Opportunities I (GP), LLC ("Opportunities GP") is the general partner of 5AM Opportunities I, L.P. ("Opportunities I") and may be deemed to have sole investment and voting power over the shares held by Opportunities I. Each of Andrew Schwab and Dr. Kush Parmar is a Managing Member of Opportunities GP, and may be deemed to have shared voting and dispositive power over the shares held by Opportunities I. Therefore, each of Mr. Schwab, Dr. Parmar and Opportunities GP may be deemed to beneficially own the shares held by Opportunities I. Each of Mr. Schwab and Opportunities GP disclaims beneficial ownership over the shares held by Opportunities I except to the extent of his or its pecuniary interest therein. Dr. Parmar is a director of the Issuer and files separate Section 16 reports. Shares are held directly by Opportunities I. 5AM Ventures V, L.P., By: 5AM Partners V, LLC, its General Partner, By /s/ Scott M. Rocklage, Managing Member 2022-12-02 5AM Partners V, LLC, By /s/ Scott M. Rocklage, Managing Member 2022-12-02 5AM Opportunities I, L.P. , By: 5AM Opportunities I (GP), LLC, its General Partner, By /s/ Andrew J. Schwab, Managing Member 2022-12-02 5AM Opportunities I (GP), LLC, By /s/ Andrew J. Schwab, Managing Member 2022-12-02 /s/ Scott M. Rocklage 2022-12-02 /s/ Andrew J. Schwab 2022-12-02