Sec Form 4 Filing - Sofinnova Venture Partners IX, L.P. @ Entasis Therapeutics Holdings Inc. - 2018-09-28

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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
Sofinnova Venture Partners IX, L.P.
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SOFINNOVA VENTURES, INC., 3000 SAND HILL ROAD, BLDG. 4, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
09/28/2018
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock 09/28/2018 C 359,267 A 359,267 D ( 2 )
Common Stock 09/28/2018 C 458,425 A 842,454 ( 3 ) D ( 2 )
Common Stock 09/28/2018 P 337,724 A $ 15 1,180,178 D ( 2 )
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
Series B-1 Tranche A Convertible Preferred Stock ( 1 ) 09/28/2018 C 7,446,904 ( 1 ) ( 1 ) Common Stock 359,267 ( 1 ) $ 0 0 D ( 2 )
Series B-1 Tranche B Convertible Preferred Stock ( 1 ) 09/28/2018 C 9,502,249 ( 1 ) ( 1 ) Common Stock 458,425 ( 1 ) $ 0 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sofinnova Venture Partners IX, L.P.
C/O SOFINNOVA VENTURES, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA94025
X
Sofinnova Management IX, L.L.C.
C/O SOFINNOVA VENTURES, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA94025
X
HEALY JAMES
C/O SOFINNOVA VENTURES, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA94025
X
Mehra Anand
C/O SOFINNOVA VENTURES, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA94025
X
POWELL MICHAEL
C/O SOFINNOVA VENTURES, INC
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA94025
X
Signatures
/s/ Nathalie Auber, attorney-in-fact for Sofinnova Venture Partners IX, L.P 10/02/2018
Signature of Reporting Person Date
/s/ Nathalie Auber, attorney-in-fact for Sofinnova Management IX, L.L.C. 10/02/2018
Signature of Reporting Person Date
/s/ Nathalie Auber, attorney-in-fact for James I. Healy 10/02/2018
Signature of Reporting Person Date
/s/ Nathalie Auber, attorney-in-fact for Anand Mehra 10/02/2018
Signature of Reporting Person Date
/s/ Nathalie Auber, attorney-in-fact for Michael F. Powell 10/02/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series B-1 Tranche A Convertible Preferred Stock and Series B-1 Tranche B Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into Common Stock on a 20.728-for-one basis upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date.
( 2 )The reportable shares are held of record by Sofinnova Venture Partners IX, L.P. ("SVP IX"). Sofinnova Management IX, L.L.C. ("SM IX") is the general partner of SVP IX. The individual managing members of SM IX are Michael Powell, James Healy and Anand Mehra, and they may be deemed to share voting and dispositive power over the shares held by SVP IX. Such persons and entities disclaim beneficial ownership over the shares held by SVP IX except to the extent of any pecuniary interest therein.
( 3 )This number includes an aggregate of 24,762 shares of Common Stock received upon the conversion of the Issuer's Preferred Stock as payment of the accrued dividends through September 27, 2018. No dividends will accrue after September 27, 2018.

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