SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Frazier Life Sciences VIII, L.P.

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/25/2018
3. Issuer Name and Ticker or Trading Symbol
Entasis Therapeutics Holdings Inc. [ ETTX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (1) (1) Common Stock 7,000,000 (1) D(2)
Series B-1 Tranche A Convertible Preferred Stock (1) (1) Common Stock 5,212,833 (1) D(2)
Series B-1 Tranche B Convertible Preferred Stock (1) (1) Common Stock 6,651,574 (1) D(2)
1. Name and Address of Reporting Person*
Frazier Life Sciences VIII, L.P.

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FHM LIFE SCIENCES VIII, L.P.

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FHM LIFE SCIENCES VIII, L.L.C.

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Heron Patrick J

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series B Convertible Preferred Stock, Series B-1 Tranche A Convertible Preferred Stock and Series B-1 Tranche B Convertible Preferred Stock is convertible at any time, at the option of the holder, into Common Stock, on a 20.728-for-one basis, has no expiration date and will convert into shares of Common Stock upon the closing of the Issuer's initial public offering.
2. The 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. James Topper and Patrick Heron are the sole managing members of FHM LLC. Mr. Heron, FHM LP and FHM LLC disclaims beneficial ownership of the securities held by FLS LP except, to the extent of his or its pecuniary interest therein, if any.
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney
Frazier Life Sciences VIII, L.P. By: FHM Life Sciences VIII, L.P. Its: general partner By FHM Life Sciences VIII, L.L.C. Its: general partner, By: /s/ Steve Bailey 09/25/2018
FHM Life Sciences VIII, L.P. By: FHM Life Sciences VIII, L.L.C. Its: general partner By: /s/ Steve Bailey 09/25/2018
FHM Life Sciences VIII, L.L.C. By: /s/ Steve Bailey 09/25/2018
/s/ Steve Bailey, Attorney-in-Fact for Patrick J. Heron 09/25/2018
** 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 5 (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.
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby

constitutes and appoints Steve R. Bailey with full power to act singly, his true

and lawful attorney-in-fact, with full power of substitution, to: (i) sign any

and all instruments, certificates and documents that may be necessary, desirable

or appropriate to be executed on behalf of himself as an individual or in his

capacity as a general partner of any partnership or limited liability company,

pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended,

and any and all regulations promulgated thereunder, (ii) file the same
(including

any amendments thereto), with all exhibits thereto, and any other documents in

connection therewith, with the Securities and Exchange Commission, and any stock

exchange or similar authority and (iii) take any other action of any type
whatsoever

in connection with the foregoing which, in the opinion of such attorney-in-fact,

may be of benefit to, in the best interest of, or legally required by, the

undersigned, it being understood that the documents executed by such attorney-

in-fact on behalf of the undersigned pursuant to this power of attorney shall be

in such form and shall contain
 such terms and conditions as such
attorney-in-fact

may approve in such attorney-in-fact's discretion, granting unto said attorney-

in-fact full power and authority to do and perform each and every act and thing

necessary, desirable or appropriate. Each of the undersigned hereby grant to the

attorney-in-fact full power and authority to do and perform any and every act
and

thing whatsoever requisite, necessary or proper to be done in the exercise of
any

of the rights and powers herein granted, as fully to all intents and purposes as

the undersigned might or could do if personally present with full power of

substitution or revocation, hereby ratifying and confirming all that such

attorney-in-fact or such attorney-in-fact's substitute or substitutes, shall

lawfully do or cause to be done by virtue of this power of attorney and the

rights and powers herein granted.



This power of attorney shall remain in full force and effect until revoked by

the undersigned in a signed writing delivered to the attorney-in-fact.



IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 12th day

of February, 2016.





/s/ Alan Frazier

Alan Frazier



/s/ Nader Naini

Nader Naini



/s/ Patrick Heron

Patrick Heron



/s/ James Topper

James Topper



/s/ Nathan Every

Nathan Every