0001209191-22-059458.txt : 20221202
0001209191-22-059458.hdr.sgml : 20221202
20221202171058
ACCESSION NUMBER: 0001209191-22-059458
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: SANDELL SCOTT D
CENTRAL INDEX KEY: 0001237289
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39343
FILM NUMBER: 221442953
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
0001237289
SANDELL SCOTT D
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
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