SEC Form 4 · accession 0001209191-18-053534
Entasis Therapeutics Holdings Inc. · ETTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Dennis Henner
10% Owner
Robert Liptak
10% Owner
Kurt Wheeler
10% Owner
Nicholas Simon
10% Owner
Clarus Lifesciences III, L.P.
10% Owner
Clarus Ventures III GP, L.P.
10% Owner
Scott Requadt
10% Owner
Clarus Ventures III, LLC
10% Owner
Period of report
Sep 28, 2018
Accepted (ET)
Oct 2, 2018 · 9:36 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 StockF1,F2 | Sep 28, 2018 | C | 361,829 | — | A | 361,829 | I | See Footnote |
| Common StockF1,F2 | Sep 28, 2018 | C | 323,341 | — | A | 685,170 | I | See Footnote |
| Common StockF1,F3,F2 | Sep 28, 2018 | C | 412,583 | — | A | 1,170,010 | I | See Footnote |
| Common StockF2 | Sep 28, 2018 | P | 453,395 | $15.00 | A | 1,623,405 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF2,F1 | — | Sep 28, 2018 | C | 7,500,000 | D | — | — | Common Stock | 361,829 | 0 | I |
| Series B-1 Tranche A Convertible Preferred StockF2,F1 | — | Sep 28, 2018 | C | 6,702,213 | D | — | — | Common Stock | 323,341 | 0 | I |
| Series B-1 Tranche B Convertible Preferred StockF2,F1 | — | Sep 28, 2018 | C | 8,552,024 | D | — | — | Common Stock | 412,583 | 0 | I |
Explanation of responses
- F1Each share of Series B Preferred Stock, Series B-1 Tranche A Convertible Preferred Stock and Series B-1 Tranche B Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into Common Stock on a 20.728-for-one basis upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date.
- F2The reportable securities are held directly by Clarus Lifesciences III, L.P. ("Clarus III"). Clarus Ventures III GP, L.P. ("Clarus III GP") is the sole general partner of Clarus III. Clarus Ventures III, LLC ("Clarus III GP LLC") is the sole general partner of Clarus III GP. Nicholas Galakatos, Dennis Henner, Robert Liptak, Scott Requadt, Nicholas Simon, and Kurt Wheeler are the managing directors of Clarus III GP LLC (the "Managing Members"). Each of Clarus III GP, Clarus III GP LLC and the Managing Members may be deemed to beneficially own the securities held by Clarus III. Each of Clarus III GP, Clarus III GP LLC and the Managing Members disclaims beneficial ownership of these securities, except to the extent of their respective pecuniary interests therein.
- F3This number includes an aggregate of 72,257 shares of Common Stock received upon the conversion of the Issuer's Preferred Stock as payment of the accrued dividends through September 27, 2018. No dividends will accrue after September 27, 2018.