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