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 OF SECURITIES
                                                                                  
 OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Mueller John Patrick		 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)
Chief Development Officer
(Last)          (First)          (Middle)

C/O ENTASIS THERAPEUTICS HOLDINGS INC.,, 35 GATEHOUSE DRIVE		 3. Date of Earliest Transaction (MM/DD/YYYY)

7/7/2022
(Street)

WALTHAM, MA 02451
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 7/7/2022  U  17092 (1)D$2.20 (1)0 D  
Common Stock 7/11/2022  D  150000 (2)D (2)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $2.44 7/11/2022  J     75698   (3) (3)Common Stock 75698 $0 0 D  
Stock Option (right to buy) $4.94 7/11/2022  J     50000   (3) (3)Common Stock 50000 $0 0 D  
Stock Option (right to buy) $3.11 7/11/2022  J     25092   (3) (3)Common Stock 25092 $0 0 D  
Stock Option (right to buy) $3.74 7/11/2022  J     18253   (3) (3)Common Stock 18253 $0 0 D  
Explanation of Responses:
(1) 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").
(2) 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.
(3) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Mueller John Patrick
C/O ENTASIS THERAPEUTICS HOLDINGS INC.,
35 GATEHOUSE DRIVE
WALTHAM, MA 02451

Chief Development Officer
Signatures
Elizabeth M. Keiley as Attorney-in-Fact for John Patrick Mueller7/11/2022
**Signature of Reporting PersonDate
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 control number.
Entasis Therapeutics (NASDAQ:ETTX)
Historical Stock Chart
Von Okt 2024 bis Nov 2024 Click Here for more Entasis Therapeutics Charts.
Entasis Therapeutics (NASDAQ:ETTX)
Historical Stock Chart
Von Nov 2023 bis Nov 2024 Click Here for more Entasis Therapeutics Charts.