Explanatory Note
This Amendment No. 3 (“Amendment No. 3”) amends the initial statement on Schedule 13D first filed by Clarus Lifesciences III, L.P. and
certain other reporting persons on October 9, 2018, as amended by Amendment No. 1 thereto on January 11, 2019, as amended by Amendment No. 2 thereto on May 1, 2020 (collectively, the “Schedule 13D”), with respect
to the common stock, par value $0.001 per share (the “Common Stock”), of Entasis Therapeutics Holdings Inc. (the “Issuer”). Certain terms used but not defined in this Amendment No. 3 have the meanings assigned thereto in the
Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the
Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Schedule I attached hereto.
Item 5. Interest in Securities of the Issuer
Item 5
of the Schedule 13D is hereby amended and restated as follows:
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(a)
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The Fund directly owns 1,339,836 shares of Common Stock.
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Clarus GP is the sole general partner of the Fund. Blackstone Clarus III L.L.C. is the sole general partner of Clarus GP. The sole member of Blackstone Clarus
III L.L.C. is Blackstone Holdings II L.P. The sole general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is The Blackstone Group Inc. The sole holder of the
Class C common stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Each such Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by the Fund, but neither the filing of this Schedule 13D nor
any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the Fund) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or for any other purpose, and each of the Reporting Persons expressly disclaims beneficial ownership of such Common Stock.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such
Reporting Person’s cover sheet and was calculated based on (i) the 14,614,073 shares of Common Stock outstanding as of April 29, 2020 based on information previously provided by the Issuer, and (ii) 12,677,490 shares of Common Stock
issued by the Issuer to Innoviva, Inc.in a private placement on June 11, 2020, as described on the Form 8-K filed by the Issuer on June 11, 2020.
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(b)
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Regarding the number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: See line 7 of cover sheets
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(ii)
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shared power to vote or to direct the vote: See line 8 of cover sheets
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(iii)
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sole power to dispose or to direct the disposition: See line 9 of cover sheets
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(iv)
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shared power to dispose or to direct the disposition: See line 10 of cover sheets
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(c)
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Except as set forth on Schedule II attached hereto, none of the Reporting Persons has effected any
transaction in the Common Stock during the last 60 days.
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(d)
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To the best knowledge of the Reporting Persons, no person other than the Reporting Persons, or the partners,
members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in
this Item 5.
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(e)
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As of June 30, 2020, the Reporting Persons ceased to be the beneficial owners of more than five percent of
the outstanding shares of Common Stock.
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