Gutch Michael Form 4 Entasis Therapeutics / Michael Gutch 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^*

Gutch Michael

(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)	$6.85	07/16/2021		D			30,006	(1)	04/30/2028	Common Stock	30,006	(2)	0	D
Employee Stock Option (Right to Buy)	$2.44	07/16/2021		A		23,081		(3)	07/15/2031	Common Stock	23,081	(3)	23,081	D
Employee Stock Option (Right to Buy)	$15	07/16/2021		D			15,956	(4)	09/24/2028	Common Stock	15,956	(5)	0	D
Employee Stock Option (Right to Buy)	$2.44	07/16/2021		A		8,863		(6)	07/15/2031	Common Stock	8,863	(5)	8,863	D
Employee Stock Option (Right to Buy)	$5.66	07/16/2021		D			56,500	(7)	01/17/2029	Common Stock	56,500	(8)	0	D
Employee Stock Option (Right to Buy)	$2.44	07/16/2021		A		43,460		(9)	07/15/2031	Common Stock	43,460	(8)	43,460	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 December 6, 2018, 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 30,006 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 23,081 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: Twenty-five percent (25%) of the shares subject to the option shall vest on September 25, 2019, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to provide service through each such date.

5. On July 16, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 15,956 shares of issuer's common stock granted to the Reporting Person on September 25, 2018. In exchange, the Reporting Person received a replacement option for 8,863 shares of issuer's common stock, having an exercise price of $2.44 per share.

6. Ninety-four (94%) of this award will vest on July 16, 2022, and one-third 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.

7. The option provided for vesting as follows: Twenty-five percent (25%) of the shares subject to the option shall vest on January 1, 2020, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to provide service through each such date.

8. On July 16, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 56,500 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 43,460 shares of issuer's common stock, having an exercise price of $2.44 per share.

9. Eighty-five (85%) of this award will vest on July 16, 2022, and one-seventh 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 Financial Officer and Chief Business Officer

	Elizabeth M. Keiley as Attorney-in-Fact for Michael Gutch	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).
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