SEC Form 4 · accession 0001209191-18-052791

Entasis Therapeutics Holdings Inc. · ETTX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Novo Holdings A/S

10% Owner

Period of report

Sep 28, 2018

Accepted (ET)

Oct 1, 2018 · 4:36 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 Stock^F1,F2	Sep 28, 2018	C	1,092,008	$0.00	A	1,092,008	D
Common Stock	Sep 28, 2018	P	1,089,835	$15.00	A	2,181,843	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series B Preferred Stock^F1	—	Sep 28, 2018	C	7,000,000	D	—	—	Common Stock	337,707	0	D
Series B-1 Preferred Stock^F1	—	Sep 28, 2018	C	14,237,288	D	—	—	Common Stock	686,861	0	D

Explanation of responses

F1Series B and B-1 redeemable convertible preferred stock (collectively, the "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 Preferred Stock automatically converted into shares of the Issuer's Common Stock based on the Series B Preferred Stock Conversion Price, Series B-1 Tranche A Preferred Stock Conversion Price and Series B-1 Tranche B Preferred Stock Conversion Price (each as defined in the Issuer's Amended and Restated Certificate of Incorporation).
F2Includes 67,440 shares of common stock issued per dividends accrued through September 27, 2018.
F3Represents a purchase from the underwriters in the Issuer's initial public offering.

Remarks

Novo Holdings A/S is a Danish limited liability company. The board of directors of Novo Holdings A/S (the "Novo Board"), which is currently comprised of Lars Rebien Sorensen, Steen Riisgaard, Francis Cuss, Jean-Luc Butel, Jeppe Christiansen and Vivian Monges, has shared investment and voting control over the securities of the Issuer held by Novo Holdings A/S (the "Shares") and may exercise such control only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Shares.