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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Akero Therapeutics, Inc. [ AKRO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/09/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 10/09/2020 | S | 13,000(1) | D | $28.93(2) | 11,780(1) | I | See footnote(3) | ||
Common Stock | 804(1) | I | See footnote(4) | |||||||
Common Stock | 2,206,412(1) | I | See footnote(5) | |||||||
Common Stock | 304,079(1) | I | See footnote(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. The shares reported herein give effect to the pro rata distribution of shares by AVF XI and AVO I (each, as defined below) for no additional consideration to their respective limited and general partners, including AVA XI LP and AVAO LP (each, as defined below). As the distributions of such shares constituted only a change in the form of the Reporting Person's indirect ownership in such shares, the Reporting Person was not required to report these distributions pursuant to Section 16. |
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.50 to $29.30 inclusive. The Reporting Person undertakes 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 sold at each separate price within the range set forth in this footnote. |
3. These shares are owned directly by Atlas Venture Associates XI, LP ("AVA XI LP"). Atlas Venture Associates XI, LLC ("AVA XI LLC") is the general partner of AVA XI LP. The Reporting Person is a member of AVA XI LLC and disclaims Section 16 beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any. |
4. These shares are owned directly by Atlas Venture Associates Opportunity I, LP ("AVAO LP"). Atlas Venture Associates Opportunity I, LLC ("AVAO LLC") is the general partner of AVAO LP. The Reporting Person is a member of AVAO LLC and disclaims Section 16 beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any. |
5. These shares are owned directly by Atlas Venture Fund XI, L.P. ("AVF XI"). AVA XI LP is the general partner of AVF XI. AVA XI LLC is the general partner of AVA XI LP. The Reporting Person is a member of AVA XI LLC and disclaims Section 16 beneficial ownership of the securities held by AVF XI, except to the extent of his pecuniary interest therein, if any. |
6. These shares are owned directly by Atlas Venture Opportunity Fund I, L.P. ("AVO I"). AVAO LP is the general partner of AVO I. AVAO LLC is the general partner of AVAO LP. The Reporting Person is a member of AVAO LLC and disclaims Section 16 beneficial ownership of the securities held by AVO I, except to the extent of his pecuniary interest therein, if any. |
Remarks: |
/s/ Kevin Bitterman | 10/14/2020 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |