David D. Meek - 07 Jul 2022 Form 4 Insider Report for Entasis Therapeutics Holdings Inc. (ETTX)

Role: Director
Signature: Elizabeth M. Keiley as Attorney-in-Fact for David Meek
Issuer symbol: ETTX
Transactions as of: 07 Jul 2022
Transactions value $: -$108,900
Form type: 4
Filing time: 11 Jul 2022, 16:07:22
Previous filing: 17 Jun 2022
Next filing: 21 Dec 2022
SEC: View on sec.gov

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	07 Jul 2022	Direct	F1
transaction	ETTX	Common Stock	Disposed to Issuer	-$60.5K	-27.5K	-100%	$2.20	0	11 Jul 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	-17.3K	-100%	$0.00^*	0	11 Jul 2022	Common Stock	17.3K	$2.44	Direct	F3
transaction	ETTX	Stock Option (right to buy)	Other	$0	-11K	-100%	$0.00^*	0	11 Jul 2022	Common Stock	11K	$2.98	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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.