SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Sofinnova Venture Partners X, L.P.

(Last) (First) (Middle)
C/O SOFINNOVA INVESTMENTS, INC.,
3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/25/2020
3. Issuer Name and Ticker or Trading Symbol
Akouos, Inc. [ AKUS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 856,262 (1) D(2)
Series B Preferred Stock (3) (3) Common Stock 599,988 (3) D(2)
1. Name and Address of Reporting Person*
Sofinnova Venture Partners X, L.P.

(Last) (First) (Middle)
C/O SOFINNOVA INVESTMENTS, INC.,
3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sofinnova Management X, L.L.C.

(Last) (First) (Middle)
C/O SOFINNOVA INVESTMENTS, INC.,
3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HEALY JAMES

(Last) (First) (Middle)
C/O SOFINNOVA INVESTMENTS, INC.,
3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
POWELL MICHAEL

(Last) (First) (Middle)
C/O SOFINNOVA INVESTMENTS, INC.,
3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. The Series A Preferred Stock is convertible into Common Stock on a 21.073-for-1 basis into the number of shares of Common Stock as shown in Column 3 without payment of further consideration, at any time at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date.
2. The shares are held directly by Sofinnova Venture Partners X, L.P. ("SVP X"). Sofinnova Management X, L.L.C. ("SM X") is the general partner of SVP X and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by SVP X. James I. Healy, Maha Katabi, and Michael F. Powell are the managing members of SM X and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by SVP X. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein.
3. The Series B Preferred Stock is convertible into Common Stock on a 21.073-for-1 basis into the number of shares of Common Stock as shown in Column 3 without payment of further consideration, at any time at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Nathalie Auber, as attorney-in-fact for Sofinnova Venture Partners X, L.P. 06/25/2020
/s/ Nathalie Auber, as attorney-in-fact for Sofinnova Management X, L.L.C. 06/25/2020
/s/ Nathalie Auber, as attorney-in-fact for James I. Healy 06/25/2020
/s/ Nathalie Auber, as attorney-in-fact for Maha Katabi 06/25/2020
/s/ Nathalie Auber, as attorney-in-fact for Michael F. Powell 06/25/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 24.1

 

Power of Attorney

 

Each of the undersigned entities and individuals (collectively, the “Reporting Persons”) hereby authorizes and designates Sofinnova Management X, L.L.C. or such other person or entity as is designated in writing by James I. Healy (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to each Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).

 

Each Reporting Person hereby further authorizes and designates Nathalie Auber (the “Authorized Signatory”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.

 

The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.

 

Date: June 25, 2020

 

SOFINNOVA VENTURE PARTNERS X, L.P.,   JAMES I. HEALY
a Delaware Limited Partnership      
      By: /s/ James I. Healy
By: SOFINNOVA MANAGEMENT X, L.L.C.,     James I. Healy
  a Delaware Limited Liability Company      
  Its General Partner   MAHA KATABI
         
By: /s/ James I. Healy   By: /s/ Maha Katabi
  James I. Healy     Maha Katabi
  Managing Member      
      MICHAEL F. POWELL
SOFINNOVA MANAGEMENT X, L.L.C.,      
a Delaware Limited Liability Company   By: /s/ Michael F. Powell
        Michael F. Powell
By: /s/ James I. Healy      
  James I. Healy      
  Managing Member