SEC Form 4 · accession 0001209191-18-053540
Entasis Therapeutics Holdings Inc. · ETTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James N Topper
Director · 10% Owner
Period of report
Sep 28, 2018
Accepted (ET)
Oct 2, 2018 · 9:42 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 | 337,707 | — | A | 337,707 | I | See Footnote |
| Common StockF1,F2 | Sep 28, 2018 | C | 251,487 | — | A | 589,194 | I | See Footnote |
| Common StockF1,F3,F2 | Sep 28, 2018 | C | 320,898 | — | A | 974,066 | I | See Footnote |
| Common StockF2 | Sep 28, 2018 | P | 375,887 | $15.00 | A | 1,349,953 | 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 | 7,000,000 | D | — | — | Common Stock | 337,707 | 0 | I |
| Series B-1 Tranche A Convertible Preferred StockF2,F1 | — | Sep 28, 2018 | C | 5,212,833 | D | — | — | Common Stock | 251,487 | 0 | I |
| Series B-1 Tranche B Convertible Preferred StockF2,F1 | — | Sep 28, 2018 | C | 6,651,574 | D | — | — | Common Stock | 320,898 | 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 Frazier Life Sciences VIII, L.P. ("FLS LP"). FHM Life Sciences VIII, L.P. ("FHM LP") is the general partner of FLS LP. FHM Life Sciences VIII, L.L.C. ("FHM LLC") is the general partner of FHM LP. The Reporting Person, a director of the Issuer, is a managing member of FHM LLC. The Reporting Person disclaims beneficial ownership of the securities held by FLS LP except, to the extent of his pecuniary interest in such shares.
- F3This number includes an aggregate of 63,974 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.