Innoviva, Inc. - Jul 8, 2022 Form 4 Insider Report for Entasis Therapeutics Holdings Inc. (ETTX)

Role: 10%+ Owner
Signature: INNOVIVA, INC., By: /s/ Pavel Raifeld, Chief Executive Officer
Stock symbol: ETTX
Transactions as of: Jul 8, 2022
Transactions value $: $42,395,047
Form type: 4
Date filed: 7/13/2022, 09:27 PM
Previous filing: Apr 1, 2022
Next filing: Jan 12, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ETTX	Common Stock	Purchase	$25.7M	+11.7M	+116.72%	$2.20	21.7M	Jul 8, 2022	See footnote	F1, F2, F5
transaction	ETTX	Common Stock	Purchase	$16.7M	+7.6M	+35.06%	$2.20	29.3M	Jul 11, 2022	See footnote	F1, F2, F3, F5
holding	ETTX	Common Stock						18.7M	Jul 8, 2022	Direct	F1, F4

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
holding	ETTX	Warrants to Purchase Common Stock						18.7M	Jul 8, 2022	Common Stock			Direct	F1, F4
holding	ETTX	Convertible Promissory Note						0	Jul 8, 2022	Common Stock			See footnote	F6
holding	ETTX	Warrants to Purchase Common Stock						10M	Jul 8, 2022	Common Stock			See footnote	F1, F5

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

Explanation of Responses:

Id	Content
F1	All of the shares and warrants were cancelled on July 11, 2022 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 23, 2022 (the "Merger Agreement"), by and among Innoviva, Inc. ("Innoviva"), Innoviva Merger Sub, Inc., a wholly owned subsidiary of Innoviva ("Merger Sub"), and Entasis Therapeutics Holdings Inc. ("Entasis"). Following effectiveness of the merger provided for in the Merger Agreement, Innoviva owns 100 shares of the common stock of Entasis, which became a wholly owned subsidiary of Innoviva as a result of such merger, which represents all of the outstanding shares of common stock of Entasis. Innoviva will not issue itself replacement warrants.
F2	Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and Innoviva, pursuant to the Merger Agreement, for any and all outstanding shares of Entasis common stock pursuant to that certain Offer to Purchase, dated June 7, 2022.
F3	Shares acquired pursuant to the merger provided for in the Merger Agreement.
F4	Innoviva acquired an aggregate of 18,672,897 shares of common stock of Entasis and warrants to purchase an aggregate 18,672,897 shares of common stock of Entasis in transactions on April 22, 2020, June 11, 2020 and September 1, 2020.
F5	As reflected in the Amendment No. 4 to Schedule 13D filed by Innoviva and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of Innoviva ("ISO") with the U.S. Securities and Exchange Commission (the "SEC") on May 3, 2021, in connection the closing that occurred on May 3, 2021 pursuant to a securities purchase agreement (the "Securities Purchase Agreement"), dated as of May 3, 2021, by and between Entasis and ISO, ISO acquired 3,731,025 shares of common stock of Entasis and warrants to purchase an additional 3,731,025 shares for an aggregate price of $2.00 per share and warrant. As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva and ISO with the SEC on June 11, 2021, in connection the closing that occurred on June 11, 2021 pursuant to the Securities Purchase Agreement, ISO acquired 6,268,975 shares of common stock of Entasis and warrants to purchase an additional 6,268,975 shares for an aggregate price of $2.00 per share and warrant.
F6	On February 17, 2022, ISO entered into a securities purchase agreement with Entasis (the "Note Purchase Agreement"), pursuant to which Entasis issued and sold to ISO a convertible note (the "Convertible Note") with a principal amount of $15,000,000. On July 11, 2022, in connection with the merger of Entasis into Merger Sub, Entasis and ISO terminated the Note Purchase Agreement. Pursuant to the consummation of the merger on July 11, 2022, the Convertible Note is owned by Innoviva.