0001209191-22-059452.txt : 20221202 0001209191-22-059452.hdr.sgml : 20221202 20221202170623 ACCESSION NUMBER: 0001209191-22-059452 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: Florence Anthony A. Jr. CENTRAL INDEX KEY: 0001559827 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39343 FILM NUMBER: 221442896 MAIL ADDRESS: STREET 1: 5425 WISCONSIN AVENUE, SUITE 800 CITY: CHEVY CHASE STATE: MD ZIP: 20815 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 0001559827 Florence Anthony A. Jr. 5425 WISCONSIN AVENUE SUITE 800 CHEVY CHASE MD 20815 0 0 1 0 Common Stock 2022-11-30 4 U 0 4294207 D 0 I See Note 3 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 (i) $12.50 per Share, net to the stockholder in cash, without interest 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, [Continued on Note 2] [Continuation of Note 1] 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. The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 16 securities in which the Reporting Person has no pecuniary interest. /s/ Louis Citron, attorney-in-fact 2022-12-02