Sec Form 4 Filing - Apple Tree Partners IV, L.P. @ Akero Therapeutics, Inc. - 2019-06-24

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.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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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 *
Apple Tree Partners IV, 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)
C/O AKERO THERAPEUTICS, INC., 170 HARBOR WAY, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/24/2019
(Street)
SOUTH SAN FRANCISCO, CA94080
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 06/24/2019 C 4,228,764 ( 1 ) A 4,228,764 D ( 4 )
Common Stock 06/24/2019 C 286,439 ( 3 ) A 4,515,203 D ( 4 )
Common Stock 06/24/2019 P 900,000 ( 5 ) A $ 16 5,415,203 D ( 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
Series A Preferred Stock ( 2 ) 06/24/2019 C 13,000,000 ( 2 ) ( 2 ) Common Stock 4,228,764 $ 0 0 D ( 4 )
Series B Preferred Stock ( 2 ) 06/24/2019 C 880,568 ( 2 ) ( 2 ) Common Stock 286,439 $ 0 0 D ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Apple Tree Partners IV, L.P.
C/O AKERO THERAPEUTICS, INC.
170 HARBOR WAY, 3RD FLOOR
SOUTH SAN FRANCISCO, CA94080
X
ATP III GP, Ltd.
C/O AKERO THERAPEUTICS, INC.
170 HARBOR WAY, 3RD FLOOR
SOUTH SAN FRANCISCO, CA94080
X
Signatures
/s/ Jonathan Young, as attorney-in-fact 06/25/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the total number of shares of common stock received by Apple Tree Partners IV, L.P. ("ATP") upon the conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.
( 2 )All series of preferred stock automatically converted into the Issuer's common stock on a 3.07418-for-one basis upon the closing of the Issuer's initial public offering on June 24, 2019 and had no expiration date.
( 3 )Represents the total number of shares of common stock received by ATP upon the conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.
( 4 )These shares are owned directly by ATP. ATP III GP, Ltd.("ATP GP") is the sole general partner of ATP. Seth L. Harrison is a director on the Issuer's board of directors and is the sole director of ATP GP. ATP GP disclaims beneficial ownership of the shares listed, except to the extent of its pecuniary interest therein.
( 5 )On June 24, 2019, ATP purchased 900,000 shares of common stock of the Issuer at a price of $16.00 per share pursuant to an underwritten public offering.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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