Matthew Ronsheim - 07 Jul 2022 Form 4 Insider Report for Entasis Therapeutics Holdings Inc.

Reporting relationship: Chief of Pharma Sciences & MFG
Issuer ticker: N/A
Reported as of: 07 Jul 2022
Net transaction value: -$38,658
SEC form: 4
Accepted by SEC: 11 Jul 2022, 16:09:04 UTC
Prior SEC filing: 19 Jan 2022
Next SEC filing: 10 Jan 2024
Source filing: View source filing
Reporting owner signature: Elizabeth M. Keiley as Attorney-in-Fact for Matthew Ronsheim

Key filing fact

Matthew Ronsheim filed Form 4 for Entasis Therapeutics Holdings Inc. on 11 Jul 2022.

Key facts

This page summarizes Matthew Ronsheim's Form 4 filing for Entasis Therapeutics Holdings Inc..
6 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 11 Jul 2022, 16:09.

Change

Previous filing in this sequence was filed on 19 Jan 2022.
Current net transaction value: -$38,658.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ETTX transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value: $38,658
Shares: -17,572
Change %: -100%
Price: $2.20
Shares after: 0
Date: 07 Jul 2022
Ownership: Direct
Footnotes: F1

ETTX transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -150,000
Change %: -100%
Price
Shares after: 0
Date: 11 Jul 2022
Ownership: Direct
Footnotes: F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ETTX transaction Derivative

Stock Option (right to buy)

Other

Transaction value: $0
Shares: -33,333
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 11 Jul 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 33,333
Exercise price: $2.44
Footnotes: F3

ETTX transaction Derivative

Stock Option (right to buy)

Other

Transaction value: $0
Shares: -20,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 11 Jul 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 20,000
Exercise price: $2.86
Footnotes: F3

ETTX transaction Derivative

Stock Option (right to buy)

Other

Transaction value: $0
Shares: -15,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 11 Jul 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 15,000
Exercise price: $4.70
Footnotes: F3

ETTX transaction Derivative

Stock Option (right to buy)

Other

Transaction value: $0
Shares: -20,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 11 Jul 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 20,000
Exercise price: $4.80
Footnotes: F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Matthew Ronsheim is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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").

Footnote 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.

Footnote 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.