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 Issuer’s 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
Issuer’s board of directors effective as of June 19, 2019
when the Issuer held its 2019 Annual Meeting of Stockholders.
