Anand Mehra Form 4 Entasis Therapeutics / Management IX, L.L.C. Sofinnova 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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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^*

Sofinnova Venture Partners IX, L.P.

(Last) (First) (Middle)

C/O SOFINNOVA VENTURES, INC.

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(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)
09/28/2018

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	09/28/2018		C		359,267	A	(1)	359,267	D(2)
Common Stock	09/28/2018		C		458,425	A	(1)	842,454(3)	D(2)
Common Stock	09/28/2018		P		337,724	A	$15	1,180,178	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
Series B-1 Tranche A Convertible Preferred Stock	(1)	09/28/2018		C			7,446,904	(1)	(1)	Common Stock	359,267(1)	$0.00	0	D(2)
Series B-1 Tranche B Convertible Preferred Stock	(1)	09/28/2018		C			9,502,249	(1)	(1)	Common Stock	458,425(1)	$0.00	0	D(2)

1. Name and Address of Reporting Person^*

Sofinnova Venture Partners IX, L.P.

(Last) (First) (Middle)

C/O SOFINNOVA VENTURES, INC.

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sofinnova Management IX, L.L.C.

(Last) (First) (Middle)

C/O SOFINNOVA VENTURES, INC.

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HEALY JAMES

(Last) (First) (Middle)

C/O SOFINNOVA VENTURES, INC.

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mehra Anand

(Last) (First) (Middle)

C/O SOFINNOVA VENTURES, INC.

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

POWELL MICHAEL

(Last) (First) (Middle)

C/O SOFINNOVA VENTURES, INC

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series B-1 Tranche A Convertible Preferred Stock and Series B-1 Tranche B Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into Common Stock on a 20.728-for-one basis upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date.

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.

3. This number includes an aggregate of 24,762 shares of Common Stock received upon the conversion of the Issuer's Preferred Stock as payment of the accrued dividends through September 27, 2018. No dividends will accrue after September 27, 2018.

Remarks:

	/s/ Nathalie Auber, attorney-in-fact for Sofinnova Venture Partners IX, L.P	10/02/2018
	/s/ Nathalie Auber, attorney-in-fact for Sofinnova Management IX, L.L.C.	10/02/2018
	/s/ Nathalie Auber, attorney-in-fact for James I. Healy	10/02/2018
	/s/ Nathalie Auber, attorney-in-fact for Anand Mehra	10/02/2018
	/s/ Nathalie Auber, attorney-in-fact for Michael F. Powell	10/02/2018
	** Signature of Reporting Person	Date
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