Sec Form 3 Filing - Atlas Venture Fund XI, L.P. @ Akero Therapeutics, Inc. - 2019-06-19

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 Atlas Venture Fund XI, 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) 400 TECHNOLOGY SQ., 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/19/2019 (Street) CAMBRIDGE, MA02139 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 A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 3,469,759 I See Footnote ( 2 ) Series B Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 235,099 I See Footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Atlas Venture Fund XI, L.P. 400 TECHNOLOGY SQ., 10TH FLOOR CAMBRIDGE, MA02139 X Atlas Venture Associates XI, LLC 400 TECHNOLOGY SQ., 10TH FLOOR CAMBRIDGE, MA02139 X Atlas Venture Associates XI, L.P. 400 TECHNOLOGY SQ., 10TH FLOOR CAMBRIDGE, MA02139 X Atlas Venture Associates Opportunity I, L.P. 400 TECHNOLOGY SQ., 10TH FLOOR CAMBRIDGE, MA02139 X Atlas Venture Associates Opportunity I, LLC 400 TECHNOLOGY SQ., 10TH FLOOR CAMBRIDGE, MA02139 X Atlas Venture Opportunity Fund I, L.P. 400 TECHNOLOGY SQ., 10TH FLOOR CAMBRIDGE, MA02139 X Signatures Atlas Venture Fund XI, L.P., By: Atlas Venture Associates XI, L.P., its general partner, By: Atlas Venture Associates XI, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 06/19/2019 Signature of Reporting Person Date Atlas Venture Associates XI, L.P., By: Atlas Venture Associates XI, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 06/19/2019 Signature of Reporting Person Date Atlas Venture Associates XI, LLC By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 06/19/2019 Signature of Reporting Person Date Atlas Venture Opportunity Fund I, L.P., By: Atlas Venture Associates Opportunity I, L.P., its general partner, By: Atlas Venture Associates Opportunity I, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 06/19/2019 Signature of Reporting Person Date Atlas Venture Associates Opportunity I, L.P., By: Atlas Venture Associates Opportunity I, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 06/19/2019 Signature of Reporting Person Date Atlas Venture Associates Opportunity I, LLC By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 06/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A Preferred Stock is convertible into common stock on a 3.07418-for-one basis into the number of shares of common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series A Preferred Stock has no expiration date. ( 2 )These shares are owned directly by Atlas Venture Fund XI, L.P. ("AVF XI"). Atlas Venture Associates XI, L.P. ("AVA XI LP") is the general partner of AVF XI. Atlas Venture Associates XI, LLC ("AVA XI LLC") is the general partner of AVF XI LP. Each of AVA XI LP and AVA XI LLC disclaims Section 16 beneficial ownership of the securities held by AVF XI, except to the extent of its pecuniary interest therein, if any. ( 3 )Each share of Series B Preferred Stock is convertible into common stock on a 3.07418-for-one basis into the number of shares of common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date. ( 4 )The shares are owned directly by Atlas Venture Opportunity Fund I, L.P. ("AVO I"). Atlas Venture Associates Opportunity I, L.P. ("AVAO LP") is the general partner of AVO I. Atlas Venture Associates Opportunity I, LLC ("AVAO LLC") is the general partner of AVAO LP. Each of AVAO LP and AVAO LLC disclaims Section 16 beneficial ownership of the securities held by AVO I, except to the extent of its pecuniary interest therein, if any.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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