SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Bitterman Kevin

(Last) (First) (Middle)
C/O AKERO THERAPEUTICS, INC.
170 HARBOR WAY, 3RD FLOOR

(Street)
SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Akero Therapeutics, Inc. [ AKRO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/24/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 3,469,759(1) A (2) 3,469,759 I See Footnote(3)
Common Stock 06/24/2019 C 235,099(4) A (2) 235,099 I See Footnote(5)
Common Stock 06/24/2019 P 270,000(6) A $16 505,099 I See Footnote(5)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 10,666,667 (2) (2) Common Stock 3,469,759 $0 0 I See Footnote(3)
Series B Preferred Stock (2) 06/24/2019 C 722,737 (2) (2) Common Stock 235,099 $0 0 I See Footnote(5)
Explanation of Responses:
1. Represents the total number of shares of common stock received by Atlas Venture Fund XI, L.P. ("AVF XI") 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. These shares are owned directly by 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 AVA XI LP. Kevin Bitterman is a member of AVA XI LLC and a member of our board of directors. Mr. Bitterman disclaims beneficial ownership of the shares listed, except to the extent of his pecuniary interest therein.
4. Represents the total number of shares of common stock received by Atlas Venture Opportunity Fund I, L.P. ("AVO I") upon the conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.
5. These shares are owned directly by 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. Kevin Bitterman is a member of AVAO LLC and a member of our board of directors. Mr. Bitterman disclaims beneficial ownership of the shares listed, except to the extent of his pecuniary interest therein.
6. On June 24, 2019, AVO I purchased 270,000 shares of common stock of the Issuer at a price of $16.00 per share pursuant to an underwritten public offering. Mr. Bitterman disclaims beneficial ownership of the shares listed, except to the extent of his pecuniary interest therein.
/s/ Kevin Bitterman 06/25/2019
** Signature of Reporting Person Date
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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