0001567619-20-012108.txt : 20200612 0001567619-20-012108.hdr.sgml : 20200612 20200612173417 ACCESSION NUMBER: 0001567619-20-012108 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200611 FILED AS OF DATE: 20200612 DATE AS OF CHANGE: 20200612 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Innoviva, Inc. CENTRAL INDEX KEY: 0001080014 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38670 FILM NUMBER: 20961225 BUSINESS ADDRESS: STREET 1: 2000 SIERRA POINT PARKWAY STREET 2: SUITE 500 CITY: BRISBANE STATE: CA ZIP: 94005 BUSINESS PHONE: 6502389600 MAIL ADDRESS: STREET 1: 2000 SIERRA POINT PARKWAY STREET 2: SUITE 500 CITY: BRISBANE STATE: CA ZIP: 94005 FORMER NAME: FORMER CONFORMED NAME: THERAVANCE INC DATE OF NAME CHANGE: 20020207 FORMER NAME: FORMER CONFORMED NAME: ADVANCED MEDICINE INC DATE OF NAME CHANGE: 20000302 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Entasis Therapeutics Holdings Inc. CENTRAL INDEX KEY: 0001724344 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 824592913 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 35 GATEHOUSE DRIVE CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: (781) 810-0120 MAIL ADDRESS: STREET 1: 35 GATEHOUSE DRIVE CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: Entasis Therapeutics Ltd DATE OF NAME CHANGE: 20171204 4 1 doc1.xml FORM 4 X0306 4 2020-06-11 0 0001724344 Entasis Therapeutics Holdings Inc. ETTX 0001080014 Innoviva, Inc. 1350 OLD BAYSHORE HIGHWAY SUITE 400 BURLINGAME CA 94010 0 0 1 0 Common Stock 2020-06-11 4 P 0 12677490 2.50 A 14000000 D Warrants to Purchase Common Stock 2.50 2020-06-11 4 P 0 12677490 2.50 A 2020-06-11 2025-06-11 Common Stock 12677490 14000000 D See Exhibit 99.1 /s/ Geoffrey Hulme 2020-06-12 EX-99.1 2 i35420828a.htm EXPLANATION OF RESPONSES

Explanation of Responses

(1)

As reflected in the Schedule 13D filed by Innoviva, Inc. (the "Reporting Person") with the U.S. Securities and Exchange Commission on April 23, 2020 (the "Schedule 13D"), in connection with an initial closing that occurred on April 22, 2020 pursuant to a securities purchase agreement, dated as of April 12, 2020 (the "Purchase Agreement" and, such closing, the "Initial Closing"), by and between Entasis Therapeutics Holdings Inc. (the "Issuer") and the Reporting Person, the Reporting Person acquired 1,322,510 shares of common stock of the Issuer ("Shares") and warrants to purchase an additional 1,322,510 Shares ("Warrants"). As reflected in the Amendment No. 1 to Schedule 13D filed by the Reporting Person with the U.S. Securities and Exchange Commission on June 11, 2020 (the "Amendment"), in connection with a second closing that occurred on June 11, 2020 pursuant to the Purchase Agreement (such closing, the "Second Closing"), the Reporting Person acquired an additional 12,677,490 Shares and Warrants to purchase an additional 12,677,490 Shares as set forth in this Form 4. As a result of the Second Closing, the Reporting Person beneficially owns 28,000,000 Shares. The Schedule 13D and Amendment filed by the Reporting Person are each incorporated by reference in this Form 4; any description herein of the Schedule 13D or the Amendment is qualified in its entirety by reference to the Schedule 13D and Amendment so filed by the Reporting Person.