Director Graham G. Walmsley returned 1,302,398 shares to the company, closing all direct ownership in the company (SEC Form 4)
$AKRO
Biotechnology: Pharmaceutical Preparations
Health Care
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
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) 12/09/2025 | ||||||||||||||||||||||||||
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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 | 12/09/2025 | D | 93,000(1) | D | (1) | 0 | D | |||
| Common Stock | 12/09/2025 | D | 1,200,000(1) | D | (1) | 0 | I | See Footnote(2) | ||
| Common Stock | 12/09/2025 | D | 9,398(3) | D | (4) | 0 | D | |||
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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 | ||||||||
| Stock Option (Right to Buy) | $50.83 | 12/09/2025 | D | 15,000 | (5) | 06/23/2033 | Common Stock | 15,000 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 9, 2025, among the Issuer, Novo Nordisk A/S, a Danish aktieselskab ("Novo"), and NN Invest Sub, Inc ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of December 9, 2025 (such date and time, the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of Novo. At the Effective Time, each share of common stock of the Issuer ("Company Common Stock") reported in this Form 4 was cancelled and converted into the right to receive (i) cash in an amount equal to $54.00 (the "Closing Consideration") and (ii) one contractual contingent value right (a "CVR") representing the right to receive $6.00 in cash, if a specified milestone is achieved, pursuant to the CVR Agreement (as defined in the Merger Agreement) ((i) and (ii), together, the "Merger Consideration"). |
| 2. The shares are held by Logos Global Master Fund LP ("Logos Master Fund") and Logos Opportunities Fund IV LP ("LOF IV"). Logos GP LLC ("Logos GP") is the general partner of Logos Master Fund and the Reporting Person is a managing member of Logos GP. Logos Opportunities IV GP LLC ("GP IV") is the general partner of LOF IV and the Reporting Person is a managing member of GP IV. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
| 3. Represents restricted stock units ("Company RSUs") granted to the Reporting Person. Each Company RSU represented a contingent right to receive one share of Company Common Stock upon vesting of the Company RSU. |
| 4. Pursuant to the Merger Agreement, at the Effective Time, each Company RSU reported in this Form 4 was deemed fully vested and cancelled and was converted into the right of the Reporting Person to receive the Merger Consideration in respect of each such Company RSU. |
| 5. Pursuant to the Merger Agreement, at the Effective Time, each compensatory option to purchase shares of Company Common Stock (each, a "Company Option") reported in this Form 4, whether or not vested, was deemed fully vested and was cancelled and converted into the right to receive a cash payment equal to the product of the excess of the Closing Consideration over the per share exercise price of such Company Option, multiplied by the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time, plus one CVR for each share of Company Common Stock subject to such Company Option immediately prior to the Effective Time. |
| /s/ Jonathan Young, Attorney-in-Fact | 12/09/2025 | |
| ** 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. | ||