FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Entasis Therapeutics Holdings Inc. [ ETTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/11/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 06/11/2021 | P | 6,268,975 | A | $2 | 10,000,000(1) | I | See Footnote(1) | ||
Common Stock | 18,672,897(2) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants to Purchase Common Stock | $2 | 06/11/2021 | P | 6,268,975 | 06/11/2021 | 06/11/2026 | Common Stock | 6,268,975 | $2 | 10,000,000(1) | I | See footnote(1) | |||
Warrants to Purchase Common Stock | (2) | (2) | (2) | Common Stock | 18,672,897 | 18,672,897(2) | D |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva, Inc. ("INVA") and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of INVA ("ISO" and together with INVA, the "Reporting Persons") with the U.S. Securities and Exchange Commission on June 11, 2021 (the "Schedule 13D/A"), in connection the closing that occurred on June 11, 2021 pursuant to a securities purchase agreement, dated as of May 3, 2021 (the "Purchase Agreement" and, such closing, the "Closing"), by and between Entasis Therapeutics Holdings Inc. (the "Issuer") and ISO, ISO acquired 6,268,975 shares of common stock of the Issuer ("Shares") and warrants to purchase an additional 6,268,975 Shares ("Warrants" and together with the Shares, the "Security") for an aggregate price of $2.00 per Security as set forth in this Form 4. ISO previously acquired 3,731,025 shares of common stock of the issuer and warrants to purchase an aggregate 3,731,025 shares of common stock of the Issuer on May 3, 2021. |
2. (2) INVA acquired an aggregate of 18,672,897 shares of common stock of the issuer and warrants to purchase an aggregate 18,672,897 shares of common stock of the Issuer in transactions on April 22, 2020, June 11, 2020 and September 1, 2020. |
INNOVIVA, INC. By: /s/ Pavel Raifeld, Chief Executive Officer | 06/11/2021 | |
INNOVIVA STRATEGIC OPPORTUNITIES LLC, By: Innoviva, Inc., its managing member, /s/ Pavel Raifeld, Chief Executive Officer | 06/11/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |