Page 9 of 10 SEC Filing
| CUSIP NO. 00972D105 | 13D/A | Page 9 of 10 |
Statement on Schedule 13D
This Amendment No. 1 supplements and amends
the Schedule 13D that was originally filed on March 28, 2014 (the “Original Schedule 13D”), and is being filed to report
the distribution by certain Reporting Persons of the common stock, par value $0.00001 per share (“Common Stock”), of
Akebia Therapeutics, Inc., a Delaware corporation (“Issuer”), and the purchase by certain Reporting Persons of the
Issuer’s Common Stock.
Only those items that are hereby reported
are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item
shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No.
1 have the meanings ascribed to them in the Original Schedule 13D.
This is the final amendment to the Original
Schedule 13D, and an exit filing for the Reporting Persons.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION.
Item 3 of the Original
Schedule 13D is hereby amended by adding the following to the end thereof:
On January 8, Castelein
acquired 30,000 shares of the Issuer’s Common Stock in a series of open market transactions for a weighted average price
of $8.71 per share, or $261,324 in the aggregate. Castelein undertakes to provide to the Issuer, any security holder of the Issuer,
or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased
at each separate price within the range set forth above.
On January 12, 2016,
in connection with a secondary sale of the Issuer’s Common Stock to the public, each of KVP and KVPE acquired from the Issuer
an aggregate of 444,444 shares of the Issuer’s Common Stock for a purchase price of $9.00 per share, or an aggregate of $4,000,000.
The source of the funds
for all purchases by the Reporting Persons was from working capital.
ITEM 5. INTEREST IN SECURITIES
OF THE ISSUER.
Items 5(a) and 5(b)
of the Original Schedule 13D are hereby amended and restated in their entirety as follows:
(a,b) Regarding
aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership,
see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each
Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power
to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row
10 of the cover page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon
37,881,738 shares of Common Stock outstanding as of January 12, 2016.
Item 5(c) of the Original
Schedule 13D is hereby amended and restated in its entirety as follows:
(c) In addition
to the purchases set forth in Item 3 above, the Reporting Persons effected the following transaction in the Issuer’s Common
Stock during the past 60 days:
On January 8, 2016,
TWHVP distributed an aggregate of 444,704 shares of the Issuer’s Common Stock to its respective partners, members and assignees
in a pro-rata, in-kind distribution.
Item 5(e) of the Original
Schedule 13D is hereby amended and restated in its entirety as follows:
(e) The Reporting
Persons ceased to be beneficial owners of 5% of more of the Issuer’s Common Stock on January 12, 2016.
