0001104659-22-124135.txt : 20221202 0001104659-22-124135.hdr.sgml : 20221202 20221202164848 ACCESSION NUMBER: 0001104659-22-124135 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221201 FILED AS OF DATE: 20221202 DATE AS OF CHANGE: 20221202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Minegishi Sachiyo CENTRAL INDEX KEY: 0001827523 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39343 FILM NUMBER: 221442664 MAIL ADDRESS: STREET 1: C/O AKOUOS, INC. STREET 2: 645 SUMMER STREET, SUITE 200 CITY: BOSTON STATE: MA ZIP: 02210 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 tm2231851d2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-12-01 1 0001722271 Akouos, Inc. AKUS 0001827523 Minegishi Sachiyo C/O AKOUOS, INC. 645 SUMMER STREET SUITE 200 BOSTON MA 02210 0 1 0 0 Chief Financial Officer Stock Option (right to buy) 5.89 2022-12-01 4 D 0 150000 D 2032-02-14 Common Stock 150000 0 D At the effective time of the merger (the "Effective Time"), pursuant to 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, each outstanding option to purchase shares of common stock, par value $0.0001 per share, of the Issuer ("Shares") having an exercise price less than $12.50 per Share, whether or not vested, was cancelled and converted into the right to receive (x) an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (A) the total number of Shares subject to such option immediately prior to the Effective Time multiplied by [Continued on Note 2] [Continuation of Note 1] (B) the excess, if any, of $12.50 per Share over the applicable exercise price per Share under such option and (y) one non-tradable contingent value right ("CVR") for each Share subject to such option immediately prior to the Effective Time (without regard to vesting), 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. /s/ Karoline Shair, attorney-in-fact 2022-12-02