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