SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

37,555

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

37,555

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Akero Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

00973Y 108

(CUSIP Number)

Daniel P. Finkelman

General Counsel

Apple Tree Partners

230 Park Avenue, 28^th Floor

New York, NY 10169

(212) 468-5848

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 21, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


	13D

CUSIP No. 00973Y 108		Page 2 of 7 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). ATP Life Science Ventures, L.P., formerly known as Apple Tree Partners IV, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


	13D

CUSIP No. 00973Y 108		Page 3 of 7 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). ATP III GP, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


	13D

CUSIP No. 00973Y 108		Page 4 of 7 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Seth L. Harrison
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen


	13D

CUSIP No. 00973Y 108		Page 5 of 7 Pages

Schedule 13D

Explanatory Note

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on July 1, 2019 by the Reporting Persons (as amended from time to time, the “Schedule 13D”), relating to their beneficial ownership in Akero Therapeutics, Inc. (the “Issuer”). Except to the extent set forth in this Amendment, all material information disclosed in the Schedule 13D remains unchanged. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is amended and supplemented as follows:

On June 21, 2021, ATP Life Science Ventures, L.P. (“ATP”) and its partners amended ATP’s governing documents to provide for the pro rata distribution (the “Distribution”) of the Issuer’s Shares to ATP’s limited partners. The Distribution is expected to be completed on or around June 29, 2021.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and supplemented as follows:

(a)

After giving effect to the Distribution, ATP directly holds 0 shares of Common Stock, Dr. Harrison holds 305,366 shares of Common Stock, and a family limited liability company (the “LLC”), of which Dr. Harrison is the manager, holds 331,719 shares of Common Stock. Additionally, Dr. Harrison has been granted stock options exercisable for 52,000 Shares, 37,555 of which have vested or will vest within the next 60 days. Dr. Harrison holds the stock options for the benefit of ATP under his arrangement with Apple Tree Venture Management, LLC. The percentages reported on the cover pages of this Amendment No. 2 are calculated based on 34,826,078 shares of Common Stock issued and outstanding on May 7, 2021 as reported in the Issuer’s Form 10-Q filed on May 13, 2021.

(c)

On June 21, 2021, ATP and its partners amended ATP’s governing documents to effect the Distribution, which is expected to be completed on or around June 29, 2021. In connection with the Distribution, ATP will distribute all of the Shares to its limited partners, and Dr. Harrison will receive 305,366 shares of Common Stock and the LLC will receive 331,719 shares of Common Stock. Additionally, on June 1, 2021, Dr. Harrison was granted stock options exercisable for 13,000 shares of Common Stock. The stock options will vest on the earlier of June 1, 2022 and the date of the Issuer’s next annual meeting of stockholders, subject to Dr. Harrison remaining on the Issuer’s board of directors. Except as set forth in this Item 5(c), none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

(e)	As a result of the Distribution, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares.

Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is amended and supplemented as follows:

The information set forth in Item 4 of this Amendment No. 2 is incorporated by reference into this Item 6.


	13D

CUSIP No. 00973Y 108		Page 7 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 28, 2021

ATP Life Science Ventures, L.P.


By:		ATP III GP, Ltd.
		General Partner

By:		/s/ Seth L. Harrison
		Seth L. Harrison
		Director

ATP III GP, Ltd.


By:		/s/ Seth L. Harrison
		Seth L. Harrison
		Director

/s/ Seth L. Harrison

Seth L. Harrison