Sec Form 4 Filing - Mayer Howard @ Entasis Therapeutics Holdings Inc. - 2021-07-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Mayer Howard 2. Issuer Name and Ticker or Trading Symbol Entasis Therapeutics Holdings Inc. [ ETTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ENTASIS THERAPEUTICS HOLDINGS INC.,, 35 GATEHOUSE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/16/2021 (Street) WALTHAM, MA02451 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 6.44 07/16/2021 D 15,000 ( 1 ) 08/04/2029 Common Stock 15,000 ( 2 ) 0 D Stock Option (Right to Buy) $ 2.44 07/16/2021 A 12,500 ( 3 ) 07/15/2031 Common Stock 12,500 ( 3 ) 12,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mayer Howard C/O ENTASIS THERAPEUTICS HOLDINGS INC., 35 GATEHOUSE DRIVE WALTHAM, MA02451 X Signatures Elizabeth M. Keiley as Attorney-in-Fact for Howard Mayer 02/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option provided for vesting as follows: The shares subject to this option will vest in equal monthly installments over the three years following the date of grant, subject to the Reporting Person's continued service through each such vesting date. ( 2 )On July 16, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 15,000 shares of issuer's common stock granted to the Reporting Person on August 5, 2019. In exchange, the Reporting Person received a replacement option for 12,500 shares of issuer's common stock, having an exercise price of $2.44 per share. ( 3 )Seventy-three (73%) of this award will vest on July 16, 2022, and one-thirteenth of the remaining shares subject to the option will vest monthly following July 16, 2022, subject to the Reporting Person's continuing to provide service through each such date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.