SEC Filing | Akebia Therapeutics

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Shalwitz Robert

(Last)

(First)

(Middle)

C/O AKEBIA THERAPEUTICS, INC.

245 FIRST STREET, SUITE 1100

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/19/2014

3. Issuer Name and Ticker or Trading Symbol
Akebia Therapeutics, Inc. [ AKBA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Medical Officer

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	20,000	D
Common Stock	214,980⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	4,248	⁽²⁾	D
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	3,623	⁽³⁾	D
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	4,689	⁽⁴⁾	D
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	17,016	⁽²⁾	I	By Fred Shalwitz Trust
Stock Option (Right to Buy)	⁽⁵⁾	06/01/2018	Common Stock	66,550	0.86	D
Stock Option (Right to Buy)	⁽⁶⁾	07/28/2020	Common Stock	30,333	0.86	D
Stock Option (Right to Buy)	⁽⁷⁾	01/12/2022	Common Stock	18,675	0.86	D

Explanation of Responses:

1. 17,000 of the shares represents fully-vested restricted stock issued pursuant to the August 31,2009 restricted stock agreement. 60,542 of the shares represents fully-vested restricted stock issued pursuant to the June 15, 2011 restricted stock agreements. 10,266 of the shares represents unvested shares issued pursuant to the June 15, 2011 restricted stock agreement, which will vest in equal monthly installments through April 6, 2015. 127,172 of the shares represents unvested shares issued pursuant to the December 23, 2013 restricted stock agreement, the shares will vest as follows: 25% vest on December 23, 2014, with the remainder of the shares vesting in equal quarterly installments over the following three years through December 23, 2017.

2. The Series A Convertible Preferred Stock are convertible into Common Stock on a one for five basis (as adjusted for the 1.75-for-1 stock split effected on March 6, 2014), at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and have no expiration date.,

3. The Series B Convertible Preferred Stock are convertible into Common Stock on a one for 1.75 basis (as adjusted for the 1.75-for-1 stock split effected on March 6, 2014), at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and have no expiration date.

4. Represents 4,689 shares of Series C Preferred Stock (the "Preferred Stock"). The Series C Preferred Stock has no expiration date and is convertible at any time, at the holder's election. Upon the closing of the Issuer's initial public offering, the Series C Preferred Stock will automatically convert into shares of the Issuer's Common Stock, with a conversion ratio equal to the Series C Accrued Value (the original issuance price of $14.00 adjusted for the 1.75 stock split, plus accrued but unpaid cash dividends) divided by the Applicable Conversion Price of $14.00, as provided in the Issuer's Eighth Amended and Restated Certificate of Incorporation. The shares shown reflect an anticipated conversion date of March 25, 2014.

5. This option is fully-vested and exercisable.

6. 27,632 of the shares are fully-vested and exercisable as of March 19, 2014. The remaining 2,701 shares will vest in equal monthly installments through July 28, 2014.

7. 10,451 of the shares are fully-vested and exercisable as of March 19, 2014. The remaining 8,225 shares will vest in equal monthly installments through December 23, 2015.

Remarks:

Exhibit List Exhibit 24 - Limited Power of Attorney

	/s/ Nicole R. Hadas, attorney-in-fact	03/19/2014
	** 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 5 (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.

                                                                      Exhibit 24

         LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

                                POWER OF ATTORNEY

                Know all by these present, that the undersigned hereby
constitutes and appoints each of Jason A. Amello, John P. Butler and Nicole R.
Hadas, signing singly, as the undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer and/or director or
                shareholder of Akebia Therapeutics, Inc. (the "Company"), Forms
                3, 4 and 5 in accordance with Section 16(a) of the Securities
                Exchange Act of 1934, as amended (the "Act"), and the rules
                thereunder;

        (2)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4 or 5 and timely file such form with
                the United States Securities and Exchange Commission and any
                stock exchange or similar authority; and

        (3)     take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

                The undersigned hereby grants to each attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all the acts such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that each of the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Act.

                This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to each of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of March 11, 2014.

                                By:           /s/ Robert Shalwitz, M.D.
                                             -----------------------------------

                                Print Name:   Robert Shalwitz, M.D.
                                             -----------------------------------