Sec Form 4 Filing - PARMAR KUSH @ Akouos, Inc. - 2022-11-30

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 PARMAR KUSH 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) (Last) (First) (Middle) C/O AKOUOS, INC., 645 SUMMER STREET SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2022 (Street) BOSTON, MA02210 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 11/30/2022 U 3,153,333( 1 )( 2 ) D 0 I See Footnote( 3 ) Common Stock 11/30/2022 U 982,453( 1 )( 2 ) D 0 I See Footnote( 4 )

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 Stock Option (right to buy) $ 4.21 12/01/2022 D 16,000 ( 5 ) 06/22/2032 Common Stock 16,000 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PARMAR KUSH C/O AKOUOS, INC. 645 SUMMER STREET SUITE 200 BOSTON, MA02210 X X Signatures /s/ Karoline Shair, attorney-in-fact 12/02/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Kearny Acquisition Corporation ("Merger Sub"), dated as of October 17, 2022, these shares of common stock, par value $0.0001 per share, of the Issuer ("Shares") were tendered prior to the Expiration Date (as defined in the Merger Agreement) and disposed of at the Acceptance Time (as defined in the Merger Agreement) in exchange for (i) $12.50 per Share, net to the stockholder in cash, without interest (the "Cash Consideration") and less any applicable tax withholding, plus [Continued on Note 2] ( 2 )[Continuation of Note 1] (ii) one non-tradable contingent value right ("CVR") per Share, which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of November 30, 2022, by and among Parent, Merger Sub, Computershare Inc. and Computershare Trust Company, N.A. ( 3 )Shares were held directly by 5AM Ventures V, L.P. ("Ventures V"). 5AM Partners V, LLC ("Partners V") 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 Partners V and may be deemed to have shared voting and dispositive power over the Shares held by Ventures V. Therefore, the Reporting Person may be deemed to have beneficially owned the Shares held by Ventures V. The Reporting Person disclaims beneficial ownership over the Shares held by Ventures V except to the extent of his pecuniary interest therein. ( 4 )Shares were held directly by 5AM Opportunities I, L.P. ("Opportunities I"). 5AM Opportunities I (GP), LLC ("Opportunities GP") is the general partner of 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 Opportunities GP 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 have beneficially owned the Shares held by Opportunities I. The Reporting Person disclaims beneficial ownership over the Shares held by Opportunities I except to the extent of his pecuniary interest therein. ( 5 )At the effective time of the merger (the "Effective Time"), pursuant to the Merger Agreement, each outstanding option to purchase Shares having an exercise price less than $12.50 per Share, whether or not vested, was cancelled and converted into the right to receive (x) an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (A) the total number of Shares subject to such option immediately prior to the Effective Time multiplied by (B) the excess, if any, of the Cash Consideration over the applicable exercise price per Share under such option and (y) one CVR for each Share subject to such option immediately prior to the Effective Time (without regard to vesting).

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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