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*
Clarus Lifesciences III, L.P.

(Last) (First) (Middle)
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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 7,500,000 (1) I See Footnote(2)
Series B-1 Tranche A Convertible Preferred Stock (1) (1) Common Stock 6,702,213 (1) I See Footnote(2)
Series B-1 Tranche B Convertible Preferred Stock (1) (1) Common Stock 8,552,024 (1) I See Footnote(2)
1. Name and Address of Reporting Person*
Clarus Lifesciences III, L.P.

(Last) (First) (Middle)
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clarus Ventures III GP, L.P.

(Last) (First) (Middle)
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clarus Ventures III, LLC

(Last) (First) (Middle)
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Simon Nicholas

(Last) (First) (Middle)
101 MAIN STREET, 12TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LIPTAK ROBERT

(Last) (First) (Middle)
101 MAIN STREET, 12TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HENNER DENNIS

(Last) (First) (Middle)
101 MAIN STREET, 12TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Requadt Scott

(Last) (First) (Middle)
101 MAIN STREET, 12TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WHEELER KURT

(Last) (First) (Middle)
101 MAIN STREET, 12TH FLOOR

(Street)
CAMBRIDGE MA 02142

(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 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. Nicholas Galakatos, Dennis Henner, Robert Liptak, Scott Requadt, Nicholas Simon, and Kurt Wheeler are the managing directors of Clarus III GP LLC (the "Managing Members"). Each of Clarus III GP, Clarus III GP LLC and the Managing Members may be deemed to beneficially own the securities held by Clarus III. Each of Clarus III GP, Clarus III GP LLC and the Managing Members disclaims beneficial ownership of these securities, except to the extent of their respective pecuniary interests therein.
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney
/s/ Clarus Lifesciences III, L.P., by Clarus Ventures III GP, LP, its general partner, by Clarus Ventures III LLC, its general partner, /s/ Robert Liptak, Managing Director 09/25/2018
Clarus Ventures III GP, L.P., by Clarus Ventures III LLC, its general partner, /s/ Robert Liptak, Managing Director 09/25/2018
Clarus Ventures III LLC, /s/ Robert Liptak, Managing Director 09/25/2018
/s/ Robert Liptak, Attorney-in-Fact 09/25/2018
/s/ Robert Liptak 09/25/2018
/s/ Robert Liptak, Attorney-in-Fact 09/25/2018
/s/ Robert Liptak, Attorney-in-Fact 09/25/2018
/s/ Robert Liptak, Attorney-in-Fact 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.
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Robert Liptak 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 9th day of
February, 2017.

/s/ Nicholas Galakatos
Nicholas Galakatos

/s/ Dennis Henner
Dennis Henner

/s/ Nick Simon
Nick Simon

/s/ Scott Requadt
Scott Requadt

/s/ Kurt Wheeler
Kurt Wheeler