SEC Form 4 · accession 0001209191-18-053536

Entasis Therapeutics Holdings Inc. · ETTX

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

Reporting owner

Director · 10% Owner

Period of report

Sep 28, 2018

Accepted (ET)

Oct 2, 2018 · 9:38 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	361,829	—	A	361,829	I	See Footnote
Common Stock^F1,F2	Sep 28, 2018	C	323,341	—	A	685,170	I	See Footnote
Common Stock^F1,F3,F2	Sep 28, 2018	C	412,583	—	A	1,170,010	I	See Footnote
Common Stock^F2	Sep 28, 2018	P	453,395	$15.00	A	1,623,405	I	See Footnote

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series B Convertible Preferred Stock^F2,F1	—	Sep 28, 2018	C	7,500,000	D	—	—	Common Stock	361,829	I
Series B-1 Tranche A Convertible Preferred Stock^F2,F1	—	Sep 28, 2018	C	6,702,213	D	—	—	Common Stock	323,341	I
Series B-1 Tranche B Convertible Preferred Stock^F2,F1	—	Sep 28, 2018	C	8,552,024	D	—	—	Common Stock	412,583	I

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. The Reporting Person, a director of the Issuer, is a managing director of Clarus III GP LLC. Each of Clarus III GP, Clarus III GP LLC and the Reporting Person may be deemed to beneficially own the securities held by Clarus III. Each of Clarus III GP, Clarus III GP LLC and the Reporting Person 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.