Sec Form 4 Filing - Frazier Life Sciences VIII, L.P. @ Entasis Therapeutics Holdings Inc. - 2020-01-09

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 Frazier Life Sciences VIII, 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) 601 UNION STREET, SUITE 3200, 3. Date of Earliest Transaction (MM/DD/YY) 01/09/2020 (Street) SEATTLE, WA98101 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 01/09/2020 S 50,000 D $ 5.0002 ( 1 ) 1,299,953 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Frazier Life Sciences VIII, L.P. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X Topper James N C/O ENTASIS THERAPEUTICS HOLDINGS INC. 35 GATEHOUSE DRIVE WALTHAM, MA02451 X FHM LIFE SCIENCES VIII, L.P. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X FHM LIFE SCIENCES VIII, L.L.C. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X Heron Patrick J 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X Signatures Frazier Life Sciences VIII, L.P. By: FHM Life Sciences VIII, L.P. Its: general partner By FHM Life Sciences VIII, L.L.C. Its: general partner, By: /s/ Steve Bailey 01/13/2020 Signature of Reporting Person Date /s/ Steve Bailey, Attorney-in-Fact for James N. Topper 01/13/2020 Signature of Reporting Person Date FHM Life Sciences VIII, L.P. By: FHM Life Sciences VIII, L.L.C. Its: general partner By: /s/ Steve Bailey 01/13/2020 Signature of Reporting Person Date FHM Life Sciences VIII, L.L.C. By: /s/ Steve Bailey 01/13/2020 Signature of Reporting Person Date /s/ Steve Bailey, Attorney-in-Fact for Patrick J. Heron 01/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.00 to $5.07, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 1 to this Form 4 ( 2 )The reportable securities are held directly by Frazier Life Sciences VIII, L.P. ("FLS LP"). FHM Life Sciences VIII, L.P. ("FHM LP") is the general partner of FLS LP. FHM Life Sciences VIII, L.L.C. ("FHM LLC") is the general partner of FHM LP. James Topper and Patrick Heron are the sole managing members of FHM LLC. Mr. Heron, Mr. Topper, FHM LP and FHM LLC disclaims beneficial ownership of the securities held by FLS LP except, to the extent of his or its pecuniary interest therein, if any.

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).

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