James N Topper Form 4 Entasis Therapeutics / Patrick J Heron ownership change

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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X

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^*

Frazier Life Sciences VIII, L.P.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	01/09/2020		S		50,000	D	$5.0002(1)	1,299,953	D(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

1. Name and Address of Reporting Person^*

Frazier Life Sciences VIII, L.P.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Topper James N

(Last) (First) (Middle)

C/O ENTASIS THERAPEUTICS HOLDINGS INC.

35 GATEHOUSE DRIVE

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FHM LIFE SCIENCES VIII, L.P.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FHM LIFE SCIENCES VIII, L.L.C.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Heron Patrick J

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.00 to $5.07, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 1 to this Form 4

2. The reportable securities are held directly by Frazier Life Sciences VIII, L.P. ("FLS LP"). FHM Life Sciences VIII, L.P. ("FHM LP") is the general partner of FLS LP. FHM Life Sciences VIII, L.L.C. ("FHM LLC") is the general partner of FHM LP. James Topper and Patrick Heron are the sole managing members of FHM LLC. Mr. Heron, Mr. Topper, FHM LP and FHM LLC disclaims beneficial ownership of the securities held by FLS LP except, to the extent of his or its pecuniary interest therein, if any.

Remarks:

	Frazier Life Sciences VIII, L.P. By: FHM Life Sciences VIII, L.P. Its: general partner By FHM Life Sciences VIII, L.L.C. Its: general partner, By: /s/ Steve Bailey	01/13/2020
	/s/ Steve Bailey, Attorney-in-Fact for James N. Topper	01/13/2020
	FHM Life Sciences VIII, L.P. By: FHM Life Sciences VIII, L.L.C. Its: general partner By: /s/ Steve Bailey	01/13/2020
	FHM Life Sciences VIII, L.L.C. By: /s/ Steve Bailey	01/13/2020
	/s/ Steve Bailey, Attorney-in-Fact for Patrick J. Heron	01/13/2020
	** Signature of Reporting Person	Date
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