0001104659-22-078800.txt : 20220711 0001104659-22-078800.hdr.sgml : 20220711 20220711160829 ACCESSION NUMBER: 0001104659-22-078800 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: Perros Manoussos CENTRAL INDEX KEY: 0001751832 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38670 FILM NUMBER: 221077036 MAIL ADDRESS: STREET 1: C/O ENTASIS THERAPEUTICS HOLDINGS INC. STREET 2: 35 GATEHOUSE DRIVE CITY: WALTHAM STATE: MA ZIP: 02451 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 tm2220760-8_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-07-07 1 0001724344 Entasis Therapeutics Holdings Inc. ETTX 0001751832 Perros Manoussos C/O ENTASIS THERAPEUTICS HOLDINGS INC., 35 GATEHOUSE DRIVE WALTHAM MA 02451 1 1 0 0 President and CEO Common Stock 2022-07-07 4 U 0 56072 2.20 D 0 D Common Stock 2022-07-11 4 D 0 478500 D 0 D Stock Option (right to buy) 2.44 2022-07-11 4 J 0 325755 0 D Common Stock 325755 0 D Stock Option (right to buy) 4.94 2022-07-11 4 J 0 145000 0 D Common Stock 145000 0 D Stock Option (right to buy) 3.11 2022-07-11 4 J 0 183013 0 D Common Stock 183013 0 D Stock Option (right to buy) 3.74 2022-07-11 4 J 0 69970 0 D Common Stock 69970 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"). Pursuant to the Merger Agreement, each Issuer restricted stock unit ("RSU") 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 cancelled and converted into the right to receive a right to receive a number of RSUs in respect of shares of Innoviva common stock equal to (x) the number of Shares subject to Issuer RSUs immediately prior to the Effective Time, multiplied by (y) the Offer Price, divided by (z) the per share volume-weighted average price of Innoviva common stock for the 10 business days prior to the closing date of the Merger. Pursuant to the Merger Agreement, at the Effective Time, each vested and unvested Issuer 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. All stock options held by the reporting person were cancelled in the Merger as the exercise price of each such option was greater than the Offer Price. Elizabeth M. Keiley as Attorney-in-Fact for Manoussos Perros 2022-07-11