0001104659-22-078796.txt : 20220711 0001104659-22-078796.hdr.sgml : 20220711 20220711160651 ACCESSION NUMBER: 0001104659-22-078796 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220707 FILED AS OF DATE: 20220711 DATE AS OF CHANGE: 20220711 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mayer Howard CENTRAL INDEX KEY: 0001699610 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38670 FILM NUMBER: 221077027 MAIL ADDRESS: STREET 1: C/O GENOCEA BIOSCIENCES, INC. STREET 2: 100 ACORN PARK DRIVE, 5TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02140 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Entasis Therapeutics Holdings Inc. CENTRAL INDEX KEY: 0001724344 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 824592913 STATE OF INCORPORATION: DE 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 tm2220760-5_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-07-07 1 0001724344 Entasis Therapeutics Holdings Inc. ETTX 0001699610 Mayer Howard C/O ENTASIS THERAPEUTICS HOLDINGS INC., 35 GATEHOUSE DRIVE WALTHAM MA 02451 1 0 0 0 Common Stock 2022-07-07 4 U 0 22000 2.20 D 0 D Common Stock 2022-07-11 4 D 0 27500 2.20 D 0 D Stock Option (right to buy) 2.44 2022-07-11 4 J 0 12500 0 D Common Stock 12500 0 D Stock Option (right to buy) 2.98 2022-07-11 4 J 0 11000 0 D Common Stock 11000 0 D Disposed of to Innoviva Merger Sub, Inc. ("Merger Sub"), which, pursuant to the Agreement and Plan of Merger, dated May 23, 2022, by and between the Issuer, Innoviva, Inc. ("Innoviva"), and Merger Sub (the "Merger Agreement"), completed a tender offer to acquire all of the issued and outstanding shares of the Issuer's common stock (other than those shares owned by Innoviva and Merger Sub) at a purchase price of $2.20 per share (the "Offer Price"). Each Issuer restricted stock unit that was outstanding immediately prior to the date and time at which the merger of Merger Sub with and into the Issuer (the "Merger") became effective (the "Effective Time") was deemed vested and converted into the right to receive a cash payment equal to the per share Merger consideration of $2.20. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option with a per share exercise price less than the Offer Price, whether or not vested, was terminated and cancelled, and the holder thereof will receive the Offer Price less any applicable per share exercise price for each share subject to such award, pursuant to the terms set forth in the Merger Agreement. Each Company stock option with a per share exercise price equal to or greater than the Offer Price was cancelled immediately prior to the Effective Time, with no consideration payable. Elizabeth M. Keiley as Attorney-in-Fact for Howard Mayer 2022-07-11