Sec Form 4 Filing - Gutch Michael @ 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

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1. Name and Address of Reporting Person Gutch Michael 2. Issuer Name and Ticker or Trading Symbol Entasis Therapeutics Holdings Inc. [ ETTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (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 Employee Stock Option (Right to Buy) $ 6.85 07/16/2021 D 30,006 ( 1 ) 04/30/2028 Common Stock 30,006 ( 2 ) 0 D Employee Stock Option (Right to Buy) $ 2.44 07/16/2021 A 23,081 ( 3 ) 07/15/2031 Common Stock 23,081 ( 3 ) 23,081 D Employee Stock Option (Right to Buy) $ 15 07/16/2021 D 15,956 ( 4 ) 09/24/2028 Common Stock 15,956 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 2.44 07/16/2021 A 8,863 ( 6 ) 07/15/2031 Common Stock 8,863 ( 5 ) 8,863 D Employee Stock Option (Right to Buy) $ 5.66 07/16/2021 D 56,500 ( 7 ) 01/17/2029 Common Stock 56,500 ( 8 ) 0 D Employee Stock Option (Right to Buy) $ 2.44 07/16/2021 A 43,460 ( 9 ) 07/15/2031 Common Stock 43,460 ( 8 ) 43,460 D

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

Explanation of Responses:

( 1 )The option provided for vesting as follows: Twenty-five percent (25%) of the shares subject to the option will vest on December 6, 2018, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter on the last day of the month, subject to Reporting Person continuing to provide service through each such date. ( 2 )On July 16, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 30,006 shares of issuer's common stock granted to the Reporting Person on May 1, 2018. In exchange, the Reporting Person received a replacement option for 23,081 shares of issuer's common stock, having an exercise price of $2.44 per share. ( 3 )The shares subject to this option will vest in full on July 16, 2022, subject to the Reporting Person's continuing to provide service through such date. ( 4 )The option provided for vesting as follows: Twenty-five percent (25%) of the shares subject to the option shall vest on September 25, 2019, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to provide service through each such date. ( 5 )On July 16, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 15,956 shares of issuer's common stock granted to the Reporting Person on September 25, 2018. In exchange, the Reporting Person received a replacement option for 8,863 shares of issuer's common stock, having an exercise price of $2.44 per share. ( 6 )Ninety-four (94%) of this award will vest on July 16, 2022, and one-third 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. ( 7 )The option provided for vesting as follows: Twenty-five percent (25%) of the shares subject to the option shall vest on January 1, 2020, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to provide service through each such date. ( 8 )On July 16, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 56,500 shares of issuer's common stock granted to the Reporting Person on January 18, 2019. In exchange, the Reporting Person received a replacement option for 43,460 shares of issuer's common stock, having an exercise price of $2.44 per share. ( 9 )Eighty-five (85%) of this award will vest on July 16, 2022, and one-seventh 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.

Remarks: Chief Financial Officer and Chief Business Officer

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).

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