SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PARMAR KUSH

(Last) (First) (Middle)
501 SECOND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Akouos, Inc. [ AKUS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/30/2020 C 513,757 A (1) 513,757 I See Footnotes(2)(3)
Common Stock 06/30/2020 C 1,997,946 A (4) 2,511,703 I See Footnotes(2)(3)
Common Stock 06/30/2020 C 999,980 A (5) 3,511,683 I See Footnotes(2)(3)
Common Stock 06/30/2020 C 799,984 A (5) 799,984 I See Footnotes(3)(6)
Common Stock 06/30/2020 P 294,117 A $17 1,094,101 I See Footnotes(3)(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series Seed Preferred Stock (1) 06/30/2020 C 10,826,417 (1) (1) Common Stock 513,757 $0.00 0 I See Footnotes(2)(3)
Series A Preferred Stock (4) 06/30/2020 C 42,102,730 (4) (4) Common Stock 1,997,946 $0.00 0 I See Footnotes(2)(3)
Series B Preferred Stock (5) 06/30/2020 C 21,072,595 (5) (5) Common Stock 999,980 $0.00 0 I See Footnotes(2)(3)
Series B Preferred Stock (5) 06/30/2020 C 16,858,076 (5) (5) Common Stock 799,984 $0.00 0 I See Footnotes(3)(6)
Explanation of Responses:
1. On June 30, 2020, the Series Seed Preferred Stock converted into Common Stock on a 21.073-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series Seed Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
2. Shares are held directly by 5AM Ventures V, L.P. ("Ventures V").
3. 5AM Partners V, LLC is the general partner of Ventures V and may be deemed to have sole investment and voting power over the shares held by Ventures V. The Reporting Person is a Managing Member of 5AM Partners V, LLC, and may be deemed to have shared voting and dispositive power over the shares held by Ventures V. 5AM Opportunities I (GP), LLC is the general partner of 5AM Opportunities I, L.P. ("Opportunities I") and may be deemed to have sole investment and voting power over the shares held by Opportunities I. The Reporting Person is a Managing Member of 5AM Opportunities I (GP), LLC, and may be deemed to have shared voting and dispositive power over the shares held by Opportunities I. Therefore, the Reporting Person may be deemed to beneficially own the shares held by Ventures V. and Opportunities I. The Reporting Person disclaims beneficial ownership over the shares held by Ventures V and Opportunities I except to the extent of his pecuniary interest therein.
4. On June 30, 2020, the Series A Preferred Stock converted into Common Stock on a 21.073-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
5. On June 30, 2020, the Series B Preferred Stock converted into Common Stock on a 21.073-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series B Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
6. Shares are held directly by Opportunities I.
/s/ Karoline K. Shair, Attorney-in-Fact For Kush M. Parmar 07/02/2020
** 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 4 (b)(v).
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