SEC Form 4 · accession 0000903423-18-000527
Entasis Therapeutics Holdings Inc. · ETTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 28, 2018
Accepted (ET)
Oct 2, 2018 · 4:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001724344
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F5,F6 | Sep 28, 2018 | C | 735,924 | $0.00 | A | 735,924 | I | See Explanation of Responses |
| Common StockF3,F1,F5,F6 | Sep 28, 2018 | J | 22,285 | — | A | 758,209 | I | See Explanation of Responses |
| Common StockF4,F1,F5,F6 | Sep 28, 2018 | P | 262,539 | $15.00 | A | 1,020,748 | I | See Explanation of Responses |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B-1 Preferred StockF1,F2,F5,F6 | — | Sep 28, 2018 | C | 15,254,237 | D | — | — | Common Stock | 735,924 | 0 | I |
Explanation of responses
- F1David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotech GenPar V Advisors, LLC, which is the general partner of TPG Biotechnology GenPar V, L.P., which is the general partner of TPG Biotech V ENT, L.P. ("TPG Biotech V"), which holds 1,020,748 shares of Common Stock, par value $0.001 per share ("Common Stock"), of Entasis Therapeutics Holdings Inc. (the "Issuer").
- F2On September 28, 2018, the shares of Series B-1 Preferred Stock of the Issuer (the "Series B-1 Preferred") held by TPG Biotech V automatically converted into 735,924 shares of Common Stock. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Series B-1 Preferred had been convertible, at the option of the holder, at any time into shares Common Stock at an initial conversion rate equal to one share of Common Stock per share of Series B-1 Preferred. The initial conversion rate was adjusted as a result of a 1-for-20.728 reverse stock split of the Issuer's Common Stock.
- F3On September 28, 2018, the Issuer paid to TPG Biotech V accrued but unpaid dividends on the Series B-1 Preferred in 22,285 shares of Common Stock.
- F4On September 28, 2018, TPG Biotech V acquired 262,539 shares of Common Stock at a price of $15.00 per share in connection with the Issuer's initial public offering.
- F5Because of the relationship between the Reporting Persons and TPG Biotech V, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech V. TPG Biotech V and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech V's or such Reporting Person's pecuniary interest therein, if any.
- F6Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks
(7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission.