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