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^*

Satter Muneer A

(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)

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

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)

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 B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	456,528	⁽¹⁾	I	See Footnote⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	984,737	⁽³⁾	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. Represents 260,873 shares of Series B Convertible Preferred Stock. 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.

2. Includes (a) 115,944 shares of Series B Convertible Preferred Stock that are held by the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares and (b) 144,929 shares of Series B Convertible Preferred Stock that are held by various other trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager and, in such capacity, has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of all shares included in clause (b) of this footnote 2, except to the extent of his pecuniary interest.

3. Represents 525,021 shares of Series C 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 plus, as amended accrued but unpaid cash dividends) divided by the Applicable Conversion Price of $14.00, adjusted for the 1.75 stock split, as provided in the Issuer's Eighth Amended and Restated Certificate of Incorporation. The shares of Common Stock shown reflect an anticipated conversion date of March 25, 2014.

4. Includes (a) 182,552 shares of Series C Preferred Stock that are held by the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares and (b) 342,469 shares of Series C Preferred Stock that are held by various other trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager and, in such capacity, has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of all shares included in clause (b) of this footnote 4, except to the extent of his pecuniary interest.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Robert M. Hayward, P.C. by Power of Attorney	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 24.1

                               POWER OF ATTORNEY

        Know all by these present, that the undersigned hereby constitutes and
appoints each of Ted H. Zook, P.C., Robert M. Hayward, P.C. and Jon-Micheal A.
Wheat, 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 17, 2014.

                                        By:         /s/ Muneer A. Satter
                                                    ---------------------------

                                        Print Name: Muneer A. Satter
                                                    ---------------------------