SEC Form 4 · accession 0001209191-18-053538
Entasis Therapeutics Holdings Inc. · ETTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Heather Preston
Director · 10% Owner
Period of report
Sep 28, 2018
Accepted (ET)
Oct 2, 2018 · 9:40 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 | 359,267 | — | A | 359,267 | I | See Footnote |
| Common StockF1,F3,F2 | Sep 28, 2018 | C | 458,425 | — | A | 842,454 | I | See Footnote |
| Common StockF2 | Sep 28, 2018 | P | 337,724 | $15.00 | A | 1,180,178 | 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-1 Tranche A Convertible Preferred StockF2,F1 | — | Sep 28, 2018 | C | 7,446,904 | D | — | — | Common Stock | 359,267 | 0 | I |
| Series B-1 Tranche B Convertible Preferred StockF2,F1 | — | Sep 28, 2018 | C | 9,502,249 | D | — | — | Common Stock | 458,425 | 0 | I |
Explanation of responses
- F1Each share of 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 owned directly by Pivotal bioVenture Partners Fund I, L.P. ("Pivotal"). The Reporting Person is a managing partner of Pivotal bioVenture Partners Management Ltd. ("Investment Advisor"), which is the investment advisor to Pivotal, and is managing partner of Pivotal bioVenture Partners Investment Advisor, LLC, which is the U.S. sub-advisor to the Investment Advisor. Therefore, the Reporting Person may be deemed to beneficially own the shares held by Pivotal. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein, if any.
- F3This number includes an aggregate of 24,762 shares of Common Stock received by Pivotal 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.