Prepared by R.R. Donnelley Financial -- EX-4.1




 Exhibit 4.1 
  






 
 C- ACHAOGEN NUMBER SHARES AMERICAN FINANCIAL PRINTING INCORPORATED - MINNEAPOLIS SEE REVERSE SIDE INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE FOR CERTAIN DEFINITIONS CUSIP 004449 10 4 THIS CERTIFIES THAT BY is the owner of AMERICAN COUNTERSIGNED FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF (Brooklyn, STOCK AND ACHAOGEN,
INC. NY) transferable on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby, COMMON are issued and shall be held subject
to all of the provisions of the Certificate of TRANSFER REGISTERED: Incorporation, as amended, and the Bylaws, as amended, of the Corporation (copies of which are on file with the Corporation and with the & Transfer Agent and Registrar), to all
of which each holder, by acceptance hereof, assents. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. TRUST IN WITNESS WHEREOF, the said Corporation has caused this certificate to be signed by
facsimile signatures of its duly authorized officers. Dated: AUTHORIZED AND TRANSFER COMPANY, SIGNATURE REGISTRAR AGENT LLC SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER 








 THE CORPORATION IS AUTHORIZED TO ISSUE TWO CLASSES OF STOCK, COMMON STOCK AND PREFERRED STOCK. THE BOARD OF
DIRECTORS OF THE CORPORATION HAS AUTHORITY TO FIX THE NUMBER OF SHARES AND THE DESIGNATION OF ANY SERIES OF PREFERRED STOCK AND TO DETERMINE OR ALTER THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS GRANTED TO OR IMPOSED UPON ANY UNISSUED SHARES
OF PREFERRED STOCK. 
 THE CORPORATION SHALL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES
AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE CORPORATION OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUESTS SHALL BE MADE TO THE
CORPORATION’S SECRETARY AT THE PRINCIPAL OFFICE OF THE CORPORATION. 
  

 

					
	The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
			
	TEN COM	  	–   as tenants in common	  	UTMA –                     Custodian            
         
		  		  	                      (Cust)               
          (Minor)
	TEN ENT	  	–   as tenants by entireties	  	under Uniform Transfers to Minors
			
	JT TEN	  	–   as joint tenants with right of survivorship	  	Act
                                         
                       
		  	     and not as tenants in common	  	        (State)
	Additional abbreviations may also be used though not in the above list.

  
  

			
	For value received              hereby sell, assign, and transfer unto
	   PLEASE INSERT SOCIAL SECURITY OR OTHER

	 IDENTIFYING NUMBER OF ASSIGNEE

	 	
	 	 	 
		
	 	 	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
	
	 
	
	 


                         
                                         
                                         
                                         
                             Shares of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and
appoint                                        
                                         
                                         
               Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. 

 

							
	Dated	 	 	 		  	 
				
		 		 		  	 
				
		 		 		  	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

 SIGNATURE GUARANTEED 
  

			
	  
 ALL GUARANTEES MUST
BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (“MSP”), OR THE
STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.