12/09/2025 | Press release | Distributed by Public on 12/09/2025 09:26
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FORM 4
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Heyman Tomas J. C/O AKERO THERAPEUTICS, INC. 601 GATEWAY BOULEVARD, SUITE 350 SOUTH SAN FRANCISCO, CA 94080 |
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| /s/ Jonathan Young, Attorney-in-Fact | 12/09/2025 | |
| **Signature of Reporting Person | Date |
| * | 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. |