Item 1. Security and Issuer.
This Amendment No. 3 (Amendment No. 3) to Schedule 13D amends the statement on Schedule 13D filed on October 9, 2018 (the
Original Schedule 13D), as amended by Amendment No. 1 as filed with the Securities and Exchange Commission on January 13, 2020 (Amendment 1), and Amendment No. 2 as filed with the Securities and Exchange
Commission on January 13, 2020 (Amendment 2 and together with the Original Schedule 13D, Amendment 1 and this Amendment No. 3, the Schedule 13D) with respect to the Common Stock of Entasis Therapeutics Holdings Inc.
(the Issuer), having its principal executive office at 35 Gatehouse Drive, Waltham, MA 02451. Except as otherwise specified in Amendment No. 3, all items in the Original Schedule 13D, as amended by Amendment 1 and Amendment 2, are
unchanged. All capitalized terms used in this Amendment No. 2 and not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D.
The Reporting Persons are filing this Amendment No. 3 to report a decrease in the percentage of the class beneficially owned by the Reporting Persons due
to an increase in the aggregate number of outstanding securities of the Issuer and a recent sale of shares of Common Stock by the reporting Issuer, as further described in Item 3. The Reporting Persons are no longer beneficial owners of more than
five percent of the Common Stock of the Issuer.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended and restated as follows:
Prior to the Issuers initial public offering (the IPO), FLS-VIII purchased from the Issuer in a
series of private transactions, 7,000,000 shares of Series B Convertible Preferred Stock (Series B Stock), 5,212,833 shares of Series B-1 Tranche A Convertible Preferred Stock
(Tranche A Stock) and 6,651,574 shares of Series B-1 Tranche B Convertible Preferred Stock (Tranche B Stock and together with the Series B Stock, Tranche A Stock, the
Preferred Stock) for an aggregate purchase price of $14,000,000. At the time of the IPO, FLS-VIII purchased 375,887 shares of Common Stock of the Issuer at the IPO price of $15.00 per share.
Immediately closing of the IPO, the shares of Series B Stock, Tranche A Stock and Tranche B Stock held by FLS-VIII automatically converted into shares of Common Stock of the Issuer on a 20.728-to-1 basis and an additional 63,974 shares of Common Stock were also issued to FLS-VIII as payment of the accrued dividends
through September 27, 2018 on the Preferred Stock that was converted, resulting in FLS-VIII holding 1,349,953 shares of Common Stock at such time. On January 9, 2020, FLS-VIII sold 50,000 shares of Common Stock. On March 19, 2020, FLS-VIII sold 250,000 shares of Common Stock. On June 16, 2020,
FLS-VIII sold 250,000 shares of Common Stock. FLS-VIII holds 799,953 shares of Common Stock of the Issuer as of the date of this filing (the Frazier
Shares).
The working capital of FLS-VIII was the source of the funds for the purchase of the Frazier
Shares. No part of the purchase price of the Frazier Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Frazier Shares.
It is also disclosed that Topper retired as a member of the Issuers board of directors effective as of June 19, 2019 when the Issuer held its
2019 Annual Meeting of Stockholders.