0001209191-22-059440.txt : 20221202
0001209191-22-059440.hdr.sgml : 20221202
20221202170108
ACCESSION NUMBER: 0001209191-22-059440
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: New Enterprise Associates 16, L.P.
CENTRAL INDEX KEY: 0001694560
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39343
FILM NUMBER: 221442841
BUSINESS ADDRESS:
STREET 1: 1954 GREENSPRING DRIVE
STREET 2: SUITE 600
CITY: TIMONIUM
STATE: MD
ZIP: 21093
BUSINESS PHONE: 410-842-4000
MAIL ADDRESS:
STREET 1: 1954 GREENSPRING DRIVE
STREET 2: SUITE 600
CITY: TIMONIUM
STATE: MD
ZIP: 21093
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NEA Partners 16, L.P.
CENTRAL INDEX KEY: 0001712881
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39343
FILM NUMBER: 221442840
BUSINESS ADDRESS:
STREET 1: 1954 GREENSPRING DRIVE, SUITE 600
CITY: TIMONIUM
STATE: MD
ZIP: 21093
BUSINESS PHONE: 410-842-4000
MAIL ADDRESS:
STREET 1: 1954 GREENSPRING DRIVE, SUITE 600
CITY: TIMONIUM
STATE: MD
ZIP: 21093
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NEA 16 GP, LLC
CENTRAL INDEX KEY: 0001712882
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39343
FILM NUMBER: 221442839
BUSINESS ADDRESS:
STREET 1: 1954 GREENSPRING DRIVE, SUITE 600
CITY: TIMONIUM
STATE: MD
ZIP: 21093
BUSINESS PHONE: 410-842-4000
MAIL ADDRESS:
STREET 1: 1954 GREENSPRING DRIVE, SUITE 600
CITY: TIMONIUM
STATE: MD
ZIP: 21093
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
0001694560
New Enterprise Associates 16, L.P.
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
0
0
1
0
0001712881
NEA Partners 16, L.P.
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
0
0
1
0
0001712882
NEA 16 GP, LLC
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
0
0
1
0
Common Stock
2022-11-30
4
U
0
4294207
D
0
D
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 securities are directly held by New Enterprise Associates 16, L.P. ("NEA 16"), and indirectly held by NEA Partners 16, L.P. ("NEA Partners 16"), the sole general partner of NEA 16, NEA 16 GP, LLC ("NEA 16 GP"), the sole general partner of NEA Partners 16, and the individual managers of NEA 16 GP (NEA Partners 16, NEA 16 GP and the individual managers of NEA 16 GP (collectively, the "Managers") together, the "Indirect Reporting Persons"). The Managers are Forest Baskett, Ali Behbahani, Carmen Chang, Anthony A. Florence, Jr., Mohamad Makhzoumi, Scott D. Sandell, Peter W. Sonsini and Paul Walker. The Indirect Reporting Persons disclaim 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 Indirect Reporting Persons have no pecuniary interest.
/s/ Louis Citron, attorney-in-fact
2022-12-02