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*
Ronsheim Matthew

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
07/16/2021
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
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
Employee Stock Option (Right to Buy) $5.12 07/16/2021 D 40,000 (1) 09/16/2029 Common Stock 40,000 (2) 0 D
Employee Stock Option (Right to Buy) $2.44 07/16/2021 A 33,333 (3) 07/15/2031 Common Stock 33,333 (2) 33,333 D
Explanation of Responses:
1. The option provided for vesting as follows: Twenty-five percent (25%) of the option award will vest on September 17, 2020, and one thirty-sixth (1/36th) of the remaining shares subject to the option will vest each month thereafter, subject to the Reporting Person continuing to provide service through each such date.
2. On July 16, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 40,000 shares of issuer's common stock granted to the Reporting Person on September 17, 2019. In exchange, the Reporting Person received a replacement option for 33,333 shares of issuer's common stock, having an exercise price of $2.44 per share.
3. Sixty-nine percent (69%) of this award will vest on July 16, 2022, and one-fifteenth of the remaining shares subject to the option will vest monthly following July 16, 2022, subject to the Reporting Person's continuing to provide service through each such date.
Remarks:
Chief of Pharmaceutical Sciences and Manufacturing
Elizabeth M. Keiley as attorney-in-fact for Matthew Ronsheim 02/14/2022
** 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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