Sec Form 3 Filing - EcoR1 Capital, LLC @ Akouos, Inc. - 2020-06-25

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 EcoR1 Capital, LLC 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) 357 TEHAMA STREET #3 3. Date of Earliest Transaction (MM/DD/YY) 06/25/2020 (Street) SAN FRANCISCO, CA94103 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

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 Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 799,984 I See Notes 2 and 3 ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EcoR1 Capital, LLC 357 TEHAMA STREET #3 SAN FRANCISCO, CA94103 X Signatures EcoR1 Capital, LLC, By Oleg Nodelman, Manager 06/25/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series B Convertible Preferred Stock is convertible into Common Stock on a 21.073-for-1 basis 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 Filers are EcoR1 Capital, LLC (EcoR1), Oleg Nodelman, EcoR1 Capital Fund Qualified, L.P. (Qualified), EcoR1 Venture Opportunity Fund, L.P. (Venture) and Biotech Opportunity GP, LLC (Biotech). EcoR1 is the investment adviser of private funds, including Qualified and Venture (collectively, the Funds). Biotech is the general partner of Venture, and EcoR1 is the general partner of Qualified. Mr. Nodelman is the manager and controlling owner of EcoR1 and Biotech. EcoR1 is filing this report for itself, Mr. Nodelman, Qualified, Venture and Biotech. The Filers are filing this Form 3 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended. ( 3 )The Funds hold the securities reported herein directly for the benefit of their investors. Qualified holds 386,974 shares of such securities, and Venture holds 321,641 shares of such securities. EcoR1 indirectly beneficially owns the securities reported herein as the investment adviser to the Funds, and Biotech indirectly beneficially owns the securities held by Venture as the general partner of Venture. Mr. Nodelman indirectly beneficially owns the securities reported herein as the control person of EcoR1 and Biotech. The Filers disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

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