Sec Form 4 Filing - Novartis Bioventures Ltd @ Akouos, Inc. - 2020-06-30

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FORM 4
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
Novartis Bioventures Ltd
2. Issuer Name and Ticker or Trading Symbol
Akouos, Inc. [ AKUS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
FORUM 1-1.32, LICHTSTRASSE 35
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2020
(Street)
BASEL, V8CH-4056
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
Common Stock 06/30/2020 C 856,262 A 856,262 I See Footnote ( 2 )
Common Stock 06/30/2020 C 199,996 A 1,056,258 I See Footnote ( 2 )
Common Stock 06/30/2020 P 125,000 A $ 17 1,181,258 I See Footnote ( 2 )
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 A Preferred Stock ( 1 ) 06/30/2020 C 856,262 ( 1 ) ( 1 ) Common Stock 856,262 $ 0 0 I See Footnote ( 2 )
Series B Preferred Stock ( 3 ) 06/30/2020 C 199,996 ( 3 ) ( 3 ) Common Stock 199,996 $ 0 0 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Novartis Bioventures Ltd
FORUM 1-1.32, LICHTSTRASSE 35
BASEL, V8CH-4056
Former 10% Owner
NOVARTIS AG
FORUM 1-1.32, LICHTSTRASSE 35
BASEL, V8CH-4056
Former 10% Owner
Signatures
Novartis Bioventures Ltd., By: /s/ Bart Dzikowski, Title: Secretary of the Board, By: /s/ Beat Steffen, Title: Authorized Signatory 07/02/2020
Signature of Reporting Person Date
Novartis AG, By: /s/ Bart Dzikowski, Title: Authorized Signatory, By: /s/ Beat Steffen, Title: Authorized Signatory 07/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Novartis Bioventures Ltd. is the record holder of the securities reported herein. As the indirect parent of Novartis Bioventures Ltd., Novartis AG may be deemed to share beneficial ownership of these securities.
( 3 )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.

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