UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ________)*

Entasis Therapeutics Holdings Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
293614103
(CUSIP Number)
 

Michael LaGatta

TPG Global, LLC

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

(817) 871-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
September 28, 2018
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note.            Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 11 Pages)

______________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

   
  CUSIP No. 293614103         SCHEDULE 13D Page   2   of    11   Pages
         

 

1

NAMES OF REPORTING PERSONS

TPG Group Holdings (SBS) Advisors, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) o

(b) o

3 SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ 
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES 7 SOLE VOTING POWER
- 0 -
BENEFICIALLY OWNED BY 8

SHARED VOTING POWER

1,020,748 (See Items 3, 4 and 5)

EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
- 0 -
WITH 10

SHARED DISPOSITIVE POWER

1,020,748 (See Items 3, 4 and 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,020,748 (See Items 3, 4 and 5)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)     ☐                   
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.81% (See Item 5)*

14

TYPE OF REPORTING PERSON

CO

 

*The calculation assumes that there is a total of 13,074,286 shares of Common Stock (as defined below) outstanding as of the closing of the Offering (as defined below) on September 28, 2018, as reported in the Issuer’s (as defined below) prospectus filed with the Securities and Exchange Commission (the “Commission”) on September 26, 2018.

 

 

 

 

 


CUSIP No. 293614103        
SCHEDULE 13D Page   3   of   11  Pages

 

 

1

NAMES OF REPORTING PERSONS

David Bonderman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)  

(a) o

(b) o

3 SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES 7 SOLE VOTING POWER
- 0 -
BENEFICIALLY OWNED BY 8

SHARED VOTING POWER

1,020,748 (See Items 3, 4 and 5)

EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
- 0 -
WITH 10

SHARED DISPOSITIVE POWER

1,020,748 (See Items 3, 4 and 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,020,748 (See Items 3, 4 and 5)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.81% (See Item 5)*

14

TYPE OF REPORTING PERSON

IN

       

 

*The calculation assumes that there is a total of 13,074,286 shares of Common Stock outstanding as of the closing of the Offering on September 28, 2018, as reported in the Issuer’s prospectus filed with the Commission on September 26, 2018.

 

 

 

 

CUSIP No. 293614103        SCHEDULE 13D Page   4   of    11  Pages

.

 

1 NAMES OF REPORTING PERSONS
James G. Coulter
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)  

(a) o

(b) o

3 SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES 7 SOLE VOTING POWER
- 0 -
BENEFICIALLY OWNED BY 8

SHARED VOTING POWER

1,020,748 (See Items 3, 4 and 5)

EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
- 0 -
WITH 10

SHARED DISPOSITIVE POWER

1,020,748 (See Items 3, 4 and 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,020,748 (See Items 3, 4 and 5)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.81% (See Item 5)*

14

TYPE OF REPORTING PERSON

IN

       

 

*The calculation assumes that there is a total of 13,074,286 shares of Common Stock outstanding as of the closing of the Offering on September 28, 2018, as reported in the Issuer’s prospectus filed with the Commission on September 26, 2018.

 

 

 

Item 1. Security and Issuer.

This Schedule 13D (the “Schedule 13D”) relates to the Common Stock, par value $0.001 per share (“Common Stock”), of Entasis Therapeutics Holdings Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 35 Gatehouse Drive, Waltham, Massachusetts 02451.

Item 2. Identity and Background.

This Schedule 13D is being filed jointly on behalf of TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”), David Bonderman and James G. Coulter (each a “Reporting Person” and collectively, the “Reporting Persons”). The business address of each Reporting Person is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

Group Advisors is the sole member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of TPG Biotech GenPar V Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Biotechnology GenPar V, L.P., a Delaware limited partnership, which is the general partner of TPG Biotech V ENT, L.P. (“TPG Biotech V”), a Delaware limited partnership, which holds 1,020,748 shares of Common Stock.

Because of Group Advisors’ relationship with TPG Biotech V, Group Advisors may be deemed to beneficially own the shares of Common Stock held by TPG Biotech V. Messrs. Bonderman and Coulter are the sole shareholders of Group Advisors. Because of the relationship of Messrs. Bonderman and Coulter to Group Advisors, each of Messrs. Bonderman and Coulter may be deemed to beneficially own the shares of Common Stock held by TPG Biotech V. Messrs. Bonderman and Coulter disclaim beneficial ownership of the shares of Common Stock held by TPG Biotech V except to the extent of their pecuniary interest therein.

The principal business of Group Advisors is serving as the sole ultimate general partner, managing member or similar entity of related entities engaged in making or recommending investments in securities of public and private companies.

The present principal occupation of Mr. Bonderman is President of Group Advisors and officer, director and/or manager of other affiliated entities.

The present principal occupation of Mr. Coulter is Senior Vice President of Group Advisors and officer, director and/or manager of other affiliated entities.

The name, residence or business address and present principal occupation or employment of each director, executive officer and controlling person of Group Advisors are listed on Schedule I hereto.

Each of Messrs. Bonderman, Coulter and the individuals referred to on Schedule I hereto is a United States citizen.

The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 1 hereto.

During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, without independent verification, any of the persons listed on Schedule I hereto (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Page 5 of 11

 

 

Item 3. Source and Amount of Funds or Other Consideration.

The information set forth in or incorporated by reference in Items 2, 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

Item 4. Purpose of Transaction.

Initial Public Offering

On September 25, 2018, the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC and BMO Capital Markets Corp. (“Representatives”), as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”), providing for the offer and sale by the Issuer (the “Offering”), and purchase by the Underwriters, of 5,000,000 shares of Common Stock at a price to the public of $15.00 per share. On September 28, 2018, the Offering closed.

In connection with the closing of the Offering, the shares of Series B-1 Preferred Stock of the Issuer held by TPG Biotech V (the “Series B-1 Preferred”) automatically converted into 735,924 shares of Common Stock. The Issuer also paid to TPG Biotech V accrued but unpaid dividends on the Series B-1 Preferred (the “Series B-1 Dividends”) in 22,285 shares of Common Stock.

In addition, TPG Biotech V purchased an aggregate of 262,539 shares of Common Stock in the Offering at a price of $15.00 per share for an aggregate purchase price of $3,938,085.

The purchase of the (a) shares of Series B-1 Preferred held by TPG Biotech V prior to the Offering and (b) Common Stock in the Offering was funded by equity contributions of the limited partners of TPG Biotech V. The conversion of Series B-1 Preferred to Common Stock and the issuance of Common Stock in payment of the Series B-1 Dividends occurred upon the closing of the Offering without the payment of any consideration by TPG Biotech V.

Lock-Up Agreements

Pursuant to lock-up agreements (each, a “Lock-Up Agreement”) signed in connection with the Offering, TPG Biotech V, certain other stockholders of the Issuer and each director and officer of the Issuer agreed with the Underwriters, subject to certain exceptions, not to dispose of or hedge any of their shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock for a period ending on the date that is 180 days after the date of the Issuer’s prospectus filed with the Commission on September 26, 2018, except with the prior written consent of the Representatives. The Representatives may in their sole discretion and at any time without notice release some or all of the shares subject to a Lock-Up Agreement prior to the expiration of the lock-up period.

Registration Rights Agreement

On September 14, 2018, the Issuer, TPG Biotech V and certain other parties entered into a registration rights agreement (the “Registration Rights Agreement”). The Registration Rights Agreement provides TPG Biotech V and other parties thereto with certain demand registration rights, including shelf registration rights, in respect of the shares of Common Stock issued to it upon conversion of the Series B-1 Preferred or issued as a dividend with respect to the Series B-1 Preferred, subject to certain conditions. In addition, in the event that the Issuer registers additional shares of Common Stock for sale to the public, it will be required to give notice of such registration to TPG Biotech V and certain other parties of its intention to effect such a registration, and, subject to certain limitations, include the shares of Common Stock held by them in such registration. The Registration Rights Agreement includes customary indemnification provisions in favor of TPG Biotech V and certain other parties against certain losses and liabilities arising out of or based upon any filing or other disclosure made by the Issuer under the securities laws relating to any such registration. The registration rights expire no later than five years after the completion of the Offering, or with respect to any particular holder, including TPG Biotech V, at such time that such holder can sell all of its shares under Rule 144 under the Securities Act of 1933, as amended, during any three-month period.

 

Page 6 of 11

 

 

Other than as described above, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed in Schedule I hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present board of directors or management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the board of directors of the Issuer; materially changing the present capitalization or dividend policy of the Issuer; materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended; and taking any action similar to any of those enumerated above.

References to and descriptions of the Lock-Up Agreement and the Registration Rights Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Lock-Up Agreement and the Registration Rights Agreement, forms of which have been filed as Exhibits 2 and 3 and are incorporated herein by this reference.

Item 5. Interest in Securities of the Issuer.

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.

(a)-(b) The following sentence assumes that there is a total of 13,074,286 shares of Common Stock outstanding as of the closing of the Offering, as reported in the Issuer’s prospectus filed with the Commission on September 26, 2018. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 1,020,748 shares of Common Stock, which constitutes approximately 7.81% of the outstanding shares of Common Stock.

(c) Except as set forth in this Item 5, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the shares of Common Stock during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.

 

Page 7 of 11

 

 

Except for the Lock-Up Agreement and the Registration Rights Agreement, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, among the persons named in Item 2 or between such persons and any other person, with respect to any securities of Issuer, including, but not limited to, any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

Item 7. Material to Be Filed as Exhibits.

  1. Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011 (previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter on February 14, 2011).
  1. Form of Lock-Up Agreement by and among certain stockholders and the directors and officers of the Issuer and the Representatives (incorporated by reference to Exhibit C of Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1 filed with the Commission on September 18, 2018).
  1. Registration Rights Agreement, dated September 14, 2018, by and among the Issuer and certain stockholders listed in Schedule A thereto (incorporated by reference to Exhibit 4.21 to Issuer’s Registration Statement on Form S-1 filed with the Commission on September 18, 2018).

 

 

Page 8 of 11

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 9, 2018

 

  TPG Group Holdings (SBS) Advisors, Inc.
   
  By: /s/ Michael LaGatta      
  Name:  Michael LaGatta
Title: Vice President
 

 

 

 

  David Bonderman
   
  By: /s/ Bradford Berenson    
  Name: Bradford Berenson on behalf of David Bonderman (1)
 

 

 

 

  James G. Coulter
   
  By: /s/ Bradford Berenson  
  Name: Bradford Berenson on behalf of James G. Coulter (2)

 

(1) Bradford Berenson is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated March 13, 2018, which was previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Bonderman on April 2, 2018 (SEC File No. 005-90172).

 

(2) Bradford Berenson is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated March 13, 2018, which was previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Coulter on April 2, 2018 (SEC File No. 005-90172).

 

 

 

 

Page 9 of 11

 

 

 

SCHEDULE I

All addresses are c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

 

Name  Title
    
David Bonderman  President
James G. Coulter  Senior Vice President
Jon Winkelried  Senior Vice President
Ken Murphy  Vice President and Director
Michael LaGatta  Vice President and Director
Joann Harris  Chief Compliance Officer
Steven A. Willmann  Treasurer
Martin Davidson  Chief Accounting Officer
Stephen D. Rose  Assistant Treasurer
    

 

 

 

Page 10 of 11

 

 

INDEX TO EXHIBITS

  1. Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011 (previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter on February 14, 2011).
  1. Form of Lock-Up Agreement by and among certain stockholders and the directors and officers of the Issuer and the Representatives (incorporated by reference to Exhibit C of Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1 filed with the Commission on September 18, 2018).
  1. Registration Rights Agreement, dated September 14, 2018, by and among the Issuer and certain stockholders listed in Schedule A thereto (incorporated by reference to Exhibit 4.21 to Issuer’s Registration Statement on Form S-1 filed with the Commission on September 18, 2018).

 

 

 

Page 11 of 11