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Kearny Acquisition Corp

Disclosed activity across 1 company

Tapewire entity
11575
SEC CIK
0001951111

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Reported relationships

Latest disclosed role at each company.

No relationships currently tracked through insider filings.

Disclosed balances

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Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

No balances currently tracked through insider filings.

Past disclosures · reporting ended (1)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

Akouos, Inc.

Report date November 30, 2022 · Filed December 01, 2022

Jointly reported with ELI LILLY & Co

Section 16 reporting ended · disclosed 2022-12-01. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect100 Reported balance After 2022-11-30 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2022-11-30 · Purchase · Acquired 29,992,668 · Balance 100

F1: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Kearny Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of October 17, 2022 (the "Merger Agreement"), with Akouos, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of the Issuer in exchange for (a) $12.50 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,

F2: (continued from footnote 1) which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of November 30, 2022, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.

F3: As of one minute past 11:59 p.m., Eastern Time, on November 29, 2022 (the "Expiration Time"), when the Offer expired, approximately 29,992,668 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On November 30, 2022, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.

F4: Following consummation of the Offer, on December 1, 2022, Lilly completed its acquisition of the Issuer pursuant to the terms of the Merger Agreement through the merger of Purchaser with and into the Issuer, and without a meeting of the stockholders of the Issuer in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer surviving such merger as a wholly-owned subsidiary of Lilly. As a result of the merger, Lilly received an aggregate of 100 newly issued shares of common stock, $0.00001 par value per share (the "New Shares"), of the Issuer, which represent all of the Issuer's issued and outstanding New Shares.

Filing footnotes · ownership attribution and instrument terms

F1: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Kearny Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of October 17, 2022 (the "Merger Agreement"), with Akouos, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of the Issuer in exchange for (a) $12.50 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,

F2: (continued from footnote 1) which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of November 30, 2022, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.

F3: As of one minute past 11:59 p.m., Eastern Time, on November 29, 2022 (the "Expiration Time"), when the Offer expired, approximately 29,992,668 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On November 30, 2022, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.

F4: Following consummation of the Offer, on December 1, 2022, Lilly completed its acquisition of the Issuer pursuant to the terms of the Merger Agreement through the merger of Purchaser with and into the Issuer, and without a meeting of the stockholders of the Issuer in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer surviving such merger as a wholly-owned subsidiary of Lilly. As a result of the merger, Lilly received an aggregate of 100 newly issued shares of common stock, $0.00001 par value per share (the "New Shares"), of the Issuer, which represent all of the Issuer's issued and outstanding New Shares.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
November 30, 2022 Filed Dec 1, 2022 21:10 UTC Akouos, Inc. AKUS · Entity 11574 PurchaseCommon Stock 29,992,668 $12.50 $374,908,350.00
Disclosure

SEC source: 0000899243-22-037279 · doc4.xml · nonDerivative · entry 1

Kearny Acquisition Corp · CIK 0001951111 · 10% owner

ELI LILLY & Co · CIK 0000059478 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100

F1 · kind: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Kearny Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of October 17, 2022 (the "Merger Agreement"), with Akouos, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of the Issuer in exchange for (a) $12.50 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,

F2 · kind: (continued from footnote 1) which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of November 30, 2022, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.

F3 · kind: As of one minute past 11:59 p.m., Eastern Time, on November 29, 2022 (the "Expiration Time"), when the Offer expired, approximately 29,992,668 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On November 30, 2022, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.

F1 · shares: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Kearny Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of October 17, 2022 (the "Merger Agreement"), with Akouos, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of the Issuer in exchange for (a) $12.50 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,

F2 · shares: (continued from footnote 1) which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of November 30, 2022, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.

F3 · shares: As of one minute past 11:59 p.m., Eastern Time, on November 29, 2022 (the "Expiration Time"), when the Offer expired, approximately 29,992,668 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On November 30, 2022, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.

F1 · price: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Kearny Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of October 17, 2022 (the "Merger Agreement"), with Akouos, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of the Issuer in exchange for (a) $12.50 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,

F2 · price: (continued from footnote 1) which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of November 30, 2022, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.

F3 · price: As of one minute past 11:59 p.m., Eastern Time, on November 29, 2022 (the "Expiration Time"), when the Offer expired, approximately 29,992,668 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On November 30, 2022, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.

F1 · balance_after: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Kearny Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of October 17, 2022 (the "Merger Agreement"), with Akouos, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of the Issuer in exchange for (a) $12.50 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,

F2 · balance_after: (continued from footnote 1) which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of November 30, 2022, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.

F3 · balance_after: As of one minute past 11:59 p.m., Eastern Time, on November 29, 2022 (the "Expiration Time"), when the Offer expired, approximately 29,992,668 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On November 30, 2022, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.

F4 · balance_after: Following consummation of the Offer, on December 1, 2022, Lilly completed its acquisition of the Issuer pursuant to the terms of the Merger Agreement through the merger of Purchaser with and into the Issuer, and without a meeting of the stockholders of the Issuer in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer surviving such merger as a wholly-owned subsidiary of Lilly. As a result of the merger, Lilly received an aggregate of 100 newly issued shares of common stock, $0.00001 par value per share (the "New Shares"), of the Issuer, which represent all of the Issuer's issued and outstanding New Shares.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.