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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Entasis Therapeutics Holdings Inc. [ ETTX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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 | ||||||||
Stock Option (Right to Buy) | $6.85 | 07/16/2021 | D | 12,060 | (1) | 04/30/2028 | Common Stock | 12,060 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $2.44 | 07/16/2021 | A | 9,276 | (3) | 07/15/2031 | Common Stock | 9,276 | (3) | 9,276 | D | ||||
Stock Option (Right to Buy) | $5.66 | 07/16/2021 | D | 15,000 | (4) | 01/17/2029 | Common Stock | 15,000 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $2.44 | 07/16/2021 | A | 11,538 | (6) | 07/15/2031 | Common Stock | 11,538 | (5) | 11,538 | D | ||||
Stock Option (Right to Buy) | $6.12 | 07/16/2021 | D | 7,500 | (7) | 06/18/2029 | Common Stock | 7,500 | (8) | 0 | D | ||||
Stock Option (Right to Buy) | $2.44 | 07/16/2021 | A | 5,769 | (9) | 07/15/2031 | Common Stock | 5,769 | (8) | 5,769 | D |
Explanation of Responses: |
1. The option provided for vesting as follows: Twenty-five percent (25%) of the shares subject to the option will vest on May 1, 2019, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter on the last day of the month, subject to 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 12,060 shares of issuer's common stock granted to the Reporting Person on May 1, 2018. In exchange, the Reporting Person received a replacement option for 9,276 shares of issuer's common stock, having an exercise price of $2.44 per share. |
3. The shares subject to this option will vest in full on July 16, 2022, subject to the Reporting Person's continuing to provide service through such date. |
4. The option provided for vesting as follows: The shares subject to this option will vest in full on January 1, 2020, subject to the Reporting Person's continued service through such vesting date. |
5. On July 16, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 15,000 shares of issuer's common stock granted to the Reporting Person on January 18, 2019. In exchange, the Reporting Person received a replacement option for 11,538 shares of issuer's common stock, having an exercise price of $2.44 per share. |
6. The shares subject to this option will vest in full on July 16, 2022, subject to the Reporting Person's continuing to provide service through such date. |
7. The option provided for vesting as follows: The shares subject to this option will vest in equal monthly installments over the 12 months following the date of grant, provided that the option will in any case be fully vested on the date of the next annual stockholder meeting, subject to the Reporting Person's continued service through each such vesting date. |
8. On July 16, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 7,500 shares of issuer's common stock granted to the Reporting Person on June 19, 2019. In exchange, the Reporting Person received a replacement option for 5,769 shares of issuer's common stock, having an exercise price of $2.44 per share. |
9. The shares subject to this option will vest in full on July 16, 2022, subject to the Reporting Person's continuing to provide service through such date. |
Elizabeth M. Keiley as Attorney-in-Fact for David Hastings | 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). | ||
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. |