SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Clarus Lifesciences III, L.P. (Last) (First) (Middle) 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/25/2018	3. Issuer Name and Ticker or Trading Symbol Entasis Therapeutics Holdings Inc. [ ETTX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	7,500,000	(1)	I	See Footnote(2)
Series B-1 Tranche A Convertible Preferred Stock	(1)	(1)	Common Stock	6,702,213	(1)	I	See Footnote(2)
Series B-1 Tranche B Convertible Preferred Stock	(1)	(1)	Common Stock	8,552,024	(1)	I	See Footnote(2)

1. Name and Address of Reporting Person* Clarus Lifesciences III, L.P. (Last) (First) (Middle) 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Clarus Ventures III GP, L.P. (Last) (First) (Middle) 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Clarus Ventures III, LLC (Last) (First) (Middle) 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Simon Nicholas (Last) (First) (Middle) 101 MAIN STREET, 12TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LIPTAK ROBERT (Last) (First) (Middle) 101 MAIN STREET, 12TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HENNER DENNIS (Last) (First) (Middle) 101 MAIN STREET, 12TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Requadt Scott (Last) (First) (Middle) 101 MAIN STREET, 12TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WHEELER KURT (Last) (First) (Middle) 101 MAIN STREET, 12TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of Series B Convertible Preferred Stock, Series B-1 Tranche A Convertible Preferred Stock and Series B-1 Tranche B Convertible Preferred Stock is convertible at any time, at the option of the holder, into Common Stock, on a 20.728-for-one basis, has no expiration date and will convert into shares of Common Stock upon the closing of the Issuer's initial public offering.

2. The reportable securities are held directly by Clarus Lifesciences III, L.P. ("Clarus III"). Clarus Ventures III GP, L.P. ("Clarus III GP") is the sole general partner of Clarus III. Clarus Ventures III, LLC ("Clarus III GP LLC") is the sole general partner of Clarus III GP. Nicholas Galakatos, Dennis Henner, Robert Liptak, Scott Requadt, Nicholas Simon, and Kurt Wheeler are the managing directors of Clarus III GP LLC (the "Managing Members"). Each of Clarus III GP, Clarus III GP LLC and the Managing Members may be deemed to beneficially own the securities held by Clarus III. Each of Clarus III GP, Clarus III GP LLC and the Managing Members disclaims beneficial ownership of these securities, except to the extent of their respective pecuniary interests therein.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Clarus Lifesciences III, L.P., by Clarus Ventures III GP, LP, its general partner, by Clarus Ventures III LLC, its general partner, /s/ Robert Liptak, Managing Director	09/25/2018
	Clarus Ventures III GP, L.P., by Clarus Ventures III LLC, its general partner, /s/ Robert Liptak, Managing Director	09/25/2018
	Clarus Ventures III LLC, /s/ Robert Liptak, Managing Director	09/25/2018
	/s/ Robert Liptak, Attorney-in-Fact	09/25/2018
	/s/ Robert Liptak	09/25/2018
	/s/ Robert Liptak, Attorney-in-Fact	09/25/2018
	/s/ Robert Liptak, Attorney-in-Fact	09/25/2018
	/s/ Robert Liptak, Attorney-in-Fact	09/25/2018
	** Signature of Reporting Person	Date
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