4//SEC Filing
Perros Manoussos 4
Accession 0001104659-22-078800
CIK 0001724344other
Filed
Jul 10, 8:00 PM ET
Accepted
Jul 11, 4:08 PM ET
Size
16.5 KB
Accession
0001104659-22-078800
Insider Transaction Report
Form 4
Perros Manoussos
DirectorPresident and CEO
Transactions
- Disposition from Tender
Common Stock
2022-07-07$2.20/sh−56,072$123,358→ 0 total - Other
Stock Option (right to buy)
2022-07-11−325,755→ 0 totalExercise: $2.44→ Common Stock (325,755 underlying) - Disposition to Issuer
Common Stock
2022-07-11−478,500→ 0 total - Other
Stock Option (right to buy)
2022-07-11−145,000→ 0 totalExercise: $4.94→ Common Stock (145,000 underlying) - Other
Stock Option (right to buy)
2022-07-11−183,013→ 0 totalExercise: $3.11→ Common Stock (183,013 underlying) - Other
Stock Option (right to buy)
2022-07-11−69,970→ 0 totalExercise: $3.74→ Common Stock (69,970 underlying)
Footnotes (3)
- [F1]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").
- [F2]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.
- [F3]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.
Documents
Issuer
Entasis Therapeutics Holdings Inc.
CIK 0001724344
Entity typeother
Related Parties
1- filerCIK 0001751832
Filing Metadata
- Form type
- 4
- Filed
- Jul 10, 8:00 PM ET
- Accepted
- Jul 11, 4:08 PM ET
- Size
- 16.5 KB