Astrazeneca Ab Form 4 Entasis Therapeutics / AB ASTRAZENECA 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^*

ASTRAZENECA PLC

(Last) (First) (Middle)

1 FRANCIS CRICK AVENUE

(Street)

CAMBRIDGE X0 CB2 0AA

(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		1,918,185(1)	A	(2)	1,918,189	I	See Footnote(3)
Common Stock	09/28/2018		P		246,666	A	$15	2,164,855	I	See Footnote(3)

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 A Preferred Stock	(2)	09/28/2018		C			33,499,900	(2)	(2)	Common Stock	1,616,166(2)	$0.00	0	I	See Footnote(3)

1. Name and Address of Reporting Person^*

ASTRAZENECA PLC

(Last) (First) (Middle)

1 FRANCIS CRICK AVENUE

(Street)

CAMBRIDGE X0 CB2 0AA

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ASTRAZENECA AB

(Last) (First) (Middle)

C/O ASTRAZENECA PLC

1 FRANCIS CRICK AVENUE

(Street)

CAMBRIDGE X0 CB2 0AA

(City) (State) (Zip)

Explanation of Responses:

1. This number includes 302,019 shares of Common Stock received upon the conversion of the Issuer's Series A Preferred Stock as payment of accrued dividends through September 27, 2018. No dividends will accrue after September 27, 2018.

2. Each share of Series A 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 Series A Preferred Stock had no expiration date.

3. All of these securities are owned by AstraZeneca AB, which is a wholly-owned subsidiary of AstraZeneca PLC. AstraZeneca PLC may be deemed to beneficially own the shares held by AstraZeneca AB, but disclaims beneficial ownership except to the extent of its pecuniary interest therein, if any. The principal business address of AstraZeneca AB is SE-151 85 Sodertalje, Sweden.

Remarks:

	/s/ Adrian Kemp, Company Secretary of AstraZeneca PLC	10/02/2018
	/s/ Yvonne Bertlin, Authorized Signatory of AstraZeneca AB	10/02/2018
	** Signature of Reporting Person	Date
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