SEC FORM 4 SEC Form 4
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*
GALAKATOS NICHOLAS

(Last) (First) (Middle)
C/O ENTASIS THERAPEUTICS HOLDINGS INC.
35 GATEHOUSE DRIVE

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Entasis Therapeutics Holdings Inc. [ ETTX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/28/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 09/28/2018 C 361,829 A (1) 361,829 I See Footnote(2)
Common Stock 09/28/2018 C 323,341 A (1) 685,170 I See Footnote(2)
Common Stock 09/28/2018 C 412,583 A (1) 1,170,010(3) I See Footnote(2)
Common Stock 09/28/2018 P 453,395 A $15 1,623,405 I See Footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Series B Convertible Preferred Stock (1) 09/28/2018 C 7,500,000 (1) (1) Common Stock 361,829(1) $0.00 0 I See Footnote(2)
Series B-1 Tranche A Convertible Preferred Stock (1) 09/28/2018 C 6,702,213 (1) (1) Common Stock 323,341(1) $0.00 0 I See Footnote(2)
Series B-1 Tranche B Convertible Preferred Stock (1) 09/28/2018 C 8,552,024 (1) (1) Common Stock 412,583(1) $0.00 0 I See Footnote(2)
Explanation of Responses:
1. Each 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.
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. The Reporting Person, a director of the Issuer, is a managing director of Clarus III GP LLC. Each of Clarus III GP, Clarus III GP LLC and the Reporting Person may be deemed to beneficially own the securities held by Clarus III. Each of Clarus III GP, Clarus III GP LLC and the Reporting Person disclaims beneficial ownership of these securities, except to the extent of their respective pecuniary interests therein.
3. This number includes an aggregate of 72,257 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.
Remarks:
/s/ Jason Minio, Attorney-in-Fact 10/02/2018
** 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 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).
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