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 | ||||||||
Employee Stock Option (Right to Buy) | $4.98 | 07/16/2021 | D | 87,462 | (1) | 08/11/2025 | Common Stock | 87,462 | (2) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $2.44 | 07/16/2021 | A | 58,307 | (3) | 07/15/2031 | Common Stock | 58,307 | (2) | 58,307 | D | ||||
Employee Stock Option (Right to Buy) | $6.85 | 07/16/2021 | D | 166,623 | (4) | 04/30/2028 | Common Stock | 166,623 | (5) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $2.44 | 07/16/2021 | A | 128,531 | (6) | 07/15/2031 | Common Stock | 128,531 | (5) | 128,531 | D | ||||
Employee Stock Option (Right to Buy) | $15 | 07/16/2021 | D | 79,698 | (7) | 09/24/2028 | Common Stock | 79,698 | (8) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $2.44 | 07/16/2021 | A | 44,276 | (9) | 07/15/2031 | Common Stock | 44,276 | (8) | 44,276 | D | ||||
Employee Stock Option (Right to Buy) | $5.66 | 07/16/2021 | D | 123,500 | (10) | 01/17/2029 | Common Stock | 123,500 | (11) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $2.44 | 07/16/2021 | A | 95,000 | (12) | 07/15/2031 | Common Stock | 95,000 | (11) | 95,000 | 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 13, 2016, 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 87,462 shares of issuer's common stock granted to the Reporting Person on August 11, 2015. In exchange, the Reporting Person received a replacement option for 58,307 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 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. |
5. On July 16, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 166,623 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 128,531 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: 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. |
8. On July 16, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 79,698 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 44,276 shares of issuer's common stock, having an exercise price of $2.44 per share. |
9. 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. |
10. 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. |
11. On July 16, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 123,500 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 95,000 shares of issuer's common stock, having an exercise price of $2.44 per share. |
12. 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. |
Elizabeth M. Keiley as Attorney-in-Fact for Manoussos Perros | 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. |