Akero Therapeutics Inc.

12/09/2025 | Press release | Distributed by Public on 12/09/2025 09:26

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Heyman Tomas J.
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)
(Last) (First) (Middle)
C/O AKERO THERAPEUTICS, INC., 601 GATEWAY BOULEVARD, SUITE 350
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025
(Street)
SOUTH SAN FRANCISCO, CA 94080
4. If Amendment, Date 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
(City) (State) (Zip)
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 12/09/2025 D 9,398(1)(2) D (3) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
Stock Option (Right to Buy) $23.02 12/09/2025 D 26,000 (4) 06/08/2034 Common Stock 26,000 (4) 0 D
Stock Option (Right to Buy) $50.83 12/09/2025 D 15,000 (4) 06/23/2033 Common Stock 15,000 (4) 0 D
Stock Option (Right to Buy) $8.13 12/09/2025 D 15,000 (4) 06/02/2032 Common Stock 15,000 (4) 0 D
Stock Option (Right to Buy) $26.32 12/09/2025 D 13,000 (4) 06/01/2031 Common Stock 13,000 (4) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Heyman Tomas J.
C/O AKERO THERAPEUTICS, INC.
601 GATEWAY BOULEVARD, SUITE 350
SOUTH SAN FRANCISCO, CA 94080
X

Signatures

/s/ Jonathan Young, Attorney-in-Fact 12/09/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
(2) Represents restricted stock units ("Company RSUs") granted to the Reporting Person. Each Company RSU represented a contingent right to receive one share of common stock of the Issuer ("Company Common Stock") upon vesting of the Company RSU.
(3) 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 in respect of each such Company RSU (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), without interest and subject to any withholding taxes.
(4) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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