0001104659-22-124140.txt : 20221202 0001104659-22-124140.hdr.sgml : 20221202 20221202165045 ACCESSION NUMBER: 0001104659-22-124140 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: Simons Emmanuel CENTRAL INDEX KEY: 0001815162 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39343 FILM NUMBER: 221442694 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 tm2231851-7_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-11-30 1 0001722271 Akouos, Inc. AKUS 0001815162 Simons Emmanuel C/O AKOUOS, INC. 645 SUMMER STREET SUITE 200 BOSTON MA 02210 1 1 0 0 Chief Executive Officer Common Stock 2022-11-30 4 U 0 272582 D 0 D Stock Option (right to buy) 0.84 2022-12-01 4 D 0 111561 D 2028-09-20 Common Stock 111561 0 D Stock Option (right to buy) 2.32 2022-12-01 4 D 0 165103 D 2029-10-17 Common Stock 165103 0 D Stock Option (right to buy) 7.38 2022-12-01 4 D 0 750676 D 2030-05-11 Common Stock 750676 0 D Stock Option (right to buy) 5.89 2022-12-01 4 D 0 380000 D 2032-02-14 Common Stock 380000 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 (the "Cash Consideration") and less any applicable tax withholding, plus [Continued on Note 2] [Continuation of Note 1] (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. At the effective time of the merger (the "Effective Time"), pursuant to the Merger Agreement, each outstanding option to purchase 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 (B) the excess, if any, of the Cash Consideration over the applicable exercise price per Share under such option and (y) one CVR for each Share subject to such option immediately prior to the Effective Time (without regard to vesting). /s/ Karoline Shair, attorney-in-fact 2022-12-02