Sec Form 3 Filing - Pivotal bioVenture Partners Fund I, L.P. @ Akouos, Inc. - 2020-06-25

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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Pivotal bioVenture Partners Fund I, L.P.
2. Issuer Name and Ticker or Trading Symbol
Akouos, Inc. [ AKUS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
501 SECOND STREET, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2020
(Street)
SAN FRANCISCO, CA94107
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,499,971 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pivotal bioVenture Partners Fund I, L.P.
501 SECOND STREET, SUITE 200
SAN FRANCISCO, CA94107
X
Pivotal bioVenture Partners Fund I G.P., L.P.
501 SECOND STREET, SUITE 200
SAN FRANCISCO, CA94107
X
Signatures
/s/ Heather Preston, MD - for Pivotal bioVenture Partners Fund I, L.P., as Managing Partner 06/25/2020
Signature of Reporting Person Date
/s/ Heather Preston, MD - for Pivotal bioVenture Partners Fund I G.P., L.P., as Managing Partner 06/25/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 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 reportable securities are owned directly by Pivotal bioVenture Partners Fund I, L.P. ("Pivotal"). The general partner of Pivotal is Pivotal bioVenture Partners Fund I G.P., L.P., or Pivotal GP. Robert Hopfner, Vincent Cheung, Peter Bisgaard, and Heather Preston are the managing partners of Pivotal and may be deemed to have shared voting and dispositive power over the shares owned by Pivotal.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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