Howard Mayer - Jul 7, 2022 Form 4 Insider Report for Entasis Therapeutics Holdings Inc. (ETTX)

Role
Director
Signature
Elizabeth M. Keiley as Attorney-in-Fact for Howard Mayer
Stock symbol
ETTX
Transactions as of
Jul 7, 2022
Transactions value $
-$108,900
Form type
4
Date filed
7/11/2022, 04:06 PM
Previous filing
Jun 24, 2022
Next filing
Nov 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ETTX Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$48.4K -22K -100% $2.20 0 Jul 7, 2022 Direct F1
transaction ETTX Common Stock Disposed to Issuer -$60.5K -27.5K -100% $2.20 0 Jul 11, 2022 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ETTX Stock Option (right to buy) Other $0 -12.5K -100% $0.00* 0 Jul 11, 2022 Common Stock 12.5K $2.44 Direct F3
transaction ETTX Stock Option (right to buy) Other $0 -11K -100% $0.00* 0 Jul 11, 2022 Common Stock 11K $2.98 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Howard Mayer is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 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.
F3 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.