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

Role
Chief Scientific Officer
Signature
Elizabeth M. Keiley as Attorney-in-Fact for Ruben Tommasi
Stock symbol
ETTX
Transactions as of
Jul 7, 2022
Transactions value $
-$87,111
Form type
4
Date filed
7/11/2022, 04:09 PM
Previous filing
Jan 19, 2022

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 -$87.1K -39.6K -100% $2.20 0 Jul 7, 2022 Direct F1
transaction ETTX Common Stock Disposed to Issuer -150K -100% 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 -98.7K -100% $0.00* 0 Jul 11, 2022 Common Stock 98.7K $2.44 Direct F3
transaction ETTX Stock Option (right to buy) Other $0 -50K -100% $0.00* 0 Jul 11, 2022 Common Stock 50K $4.94 Direct F3
transaction ETTX Stock Option (right to buy) Other $0 -24.9K -100% $0.00* 0 Jul 11, 2022 Common Stock 24.9K $3.11 Direct F3
transaction ETTX Stock Option (right to buy) Other $0 -6.47K -100% $0.00* 0 Jul 11, 2022 Common Stock 6.47K $3.74 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ruben Tommasi 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 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.
F3 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.