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Sec Form 4 Filing - venBio Global Strategic Fund II L.P. @ Akero Therapeutics Inc. - 2020-07-01

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
venBio Global Strategic Fund II L.P.
2. Issuer Name and Ticker or Trading Symbol
Akero Therapeutics, Inc. [ AKRO]
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)
1700 OWENS STREET, SUITE 595
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2020
(Street)
SAN FRANCISCO, CA94158
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 07/01/2020 S 108,064 D $ 34.4519 ( 1 ) 3,041,955 I See footnote ( 4 )
Common Stock 07/02/2020 S 3,800 D $ 33.633 ( 2 ) 3,038,155 I See footnote ( 4 )
Common Stock 07/06/2020 S 4,603 D $ 33.8304 ( 3 ) 3,033,552 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
venBio Global Strategic Fund II L.P.
1700 OWENS STREET
SUITE 595
SAN FRANCISCO, CA94158
X
venBio Global Strategic GP II, L.P.
1700 OWENS STREET
SUITE 595
SAN FRANCISCO, CA94158
X
venBio Global Strategic GP II, Ltd.
1700 OWENS STREET
SUITE 595
SAN FRANCISCO, CA94158
X
Adelman Robert J
1700 OWENS STREET
SUITE 595
SAN FRANCISCO, CA94158
X
GOODMAN COREY S
1700 OWENS STREET
SUITE 595
SAN FRANCISCO, CA94158
X
Signatures
venBio Global Strategic Fund II, L.P., by: venBio Global Strategic GP II, L.P., its general partner, by: venBio Global Strategic GP II, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact 07/06/2020
** Signature of Reporting Person Date
venBio Global Strategic GP II, L.P., by: venBio Global Strategic GP II, Ltd., its general partner, by: /s/ David Pezeshki as attorney-in-fact 07/06/2020
** Signature of Reporting Person Date
venBio Global Strategic GP II, Ltd., by: /s/ David Pezeshki, as attorney-in-fact 07/06/2020
** Signature of Reporting Person Date
Robert Adelman, by: /s/ David Pezeshki, as attorney-in-fact 07/06/2020
** Signature of Reporting Person Date
Corey Goodman, by: /s/ David Pezeshki, as attorney-in-fact 07/06/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.50 to $35.20, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.50 to $33.79, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.50 to $34.07, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.
( 4 )These shares are held by venBio Global Strategic Fund II, L.P. venBio Global Strategic GP II, LP is the sole general partner of venBio Global Strategic Fund II, LP and venBio Global Strategic GP II, Ltd. is the sole general partner of venBio Global Strategic GP II, L.P. Robert Adelman and Corey Goodman are directors of venBio Global Strategic GP II, Ltd. Each of venBio Global Strategic GP II, L.P., venBio Global Strategic GP II, Ltd., Mr. Adelman and Mr. Goodman disclaims beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein.

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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