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 |
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1. Name and Address of Reporting Person*
(Street)
| 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)
| 5. 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 Beneficially Owned | |||
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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) | |||||||
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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-1 Tranche A Convertible | (1) | (1) | Common Stock | 7,446,904 | (1) | D(2) | |
Series B-1 Tranche B Convertible | (1) | (1) | Common Stock | 9,502,249 | (1) | D(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each share of 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 shares are held of record by Sofinnova Venture Partners IX, L.P. ("SVP IX"). Sofinnova Management IX, L.L.C. ("SM IX") is the general partner of SVP IX. The individual managing members of SM IX are Michael Powell, James Healy and Anand Mehra, and they may be deemed to share voting and dispositive power over the shares held by SVP IX. Such persons and entities disclaim beneficial ownership over the shares held by SVP IX except to the extent of any pecuniary interest therein. |
Remarks: |
/s/ Nathalie Auber, attorney-in-fact for Sofinnova Venture Partners IX, L.P. | 09/25/2018 | |
/s/ Nathalie Auber, attorney-in-fact for Sofinnova Management IX, L.L.C. | 09/25/2018 | |
/s/ Nathalie Auber, attorney-in-fact for James I. Healy | 09/25/2018 | |
/s/ Nathalie Auber, attorney-in-fact for Anand Mehra | 09/25/2018 | |
/s/ Nathalie Auber, attorney-in-fact for Michael F. Powell | 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. |