| 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) 07/08/2022 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 07/08/2022 | P | 11,671,662(1) | A | $2.2 | 21,671,662(1)(2)(5) | I | See footnote(2)(5) | ||
| Common Stock | 18,672,897(1)(4) | D | ||||||||
| Common Stock | 07/11/2022 | P | 7,598,814(1) | A | $2.2 | 29,270,476(1)(2)(3)(5) | I | See footnote(2)(3)(5) | ||
| 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 | ||||||||
| Warrants to Purchase Common Stock | (4) | (4) | (4) | Common Stock | (4) | 18,672,897(1) | D(4) | ||||||||
| Convertible Promissory Note | (6) | (6) | (6) | Common Stock | (6) | 0 | I(6) | See footnote(6) | |||||||
| Warrants to Purchase Common Stock | (5) | (5) | (5) | Common Stock | (5) | 10,000,000(1) | I(5) | See footnote(5) | |||||||
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. All of the shares and warrants were cancelled on July 11, 2022 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 23, 2022 (the "Merger Agreement"), by and among Innoviva, Inc. ("Innoviva"), Innoviva Merger Sub, Inc., a wholly owned subsidiary of Innoviva ("Merger Sub"), and Entasis Therapeutics Holdings Inc. ("Entasis"). Following effectiveness of the merger provided for in the Merger Agreement, Innoviva owns 100 shares of the common stock of Entasis, which became a wholly owned subsidiary of Innoviva as a result of such merger, which represents all of the outstanding shares of common stock of Entasis. Innoviva will not issue itself replacement warrants. |
| 2. Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and Innoviva, pursuant to the Merger Agreement, for any and all outstanding shares of Entasis common stock pursuant to that certain Offer to Purchase, dated June 7, 2022. |
| 3. Shares acquired pursuant to the merger provided for in the Merger Agreement. |
| 4. Innoviva acquired an aggregate of 18,672,897 shares of common stock of Entasis and warrants to purchase an aggregate 18,672,897 shares of common stock of Entasis in transactions on April 22, 2020, June 11, 2020 and September 1, 2020. |
| 5. As reflected in the Amendment No. 4 to Schedule 13D filed by Innoviva and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of Innoviva ("ISO") with the U.S. Securities and Exchange Commission (the "SEC") on May 3, 2021, in connection the closing that occurred on May 3, 2021 pursuant to a securities purchase agreement (the "Securities Purchase Agreement"), dated as of May 3, 2021, by and between Entasis and ISO, ISO acquired 3,731,025 shares of common stock of Entasis and warrants to purchase an additional 3,731,025 shares for an aggregate price of $2.00 per share and warrant. As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva and ISO with the SEC on June 11, 2021, in connection the closing that occurred on June 11, 2021 pursuant to the Securities Purchase Agreement, ISO acquired 6,268,975 shares of common stock of Entasis and warrants to purchase an additional 6,268,975 shares for an aggregate price of $2.00 per share and warrant. |
| 6. On February 17, 2022, ISO entered into a securities purchase agreement with Entasis (the "Note Purchase Agreement"), pursuant to which Entasis issued and sold to ISO a convertible note (the "Convertible Note") with a principal amount of $15,000,000. On July 11, 2022, in connection with the merger of Entasis into Merger Sub, Entasis and ISO terminated the Note Purchase Agreement. Pursuant to the consummation of the merger on July 11, 2022, the Convertible Note is owned by Innoviva. |
| INNOVIVA, INC., By: /s/ Pavel Raifeld, Chief Executive Officer | 07/13/2022 | |
| INNOVIVA STRATEGIC OPPORTUNITIES LLC, By: Innoviva, Inc., its managing member, /s/ Pavel Raifeld, Chief Executive Officer | 07/13/2022 | |
| ** 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. | ||
