0001209191-18-052229.txt : 20180925 0001209191-18-052229.hdr.sgml : 20180925 20180925204825 ACCESSION NUMBER: 0001209191-18-052229 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180925 FILED AS OF DATE: 20180925 DATE AS OF CHANGE: 20180925 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pivotal bioVenture Partners Fund I, L.P. CENTRAL INDEX KEY: 0001695076 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38670 FILM NUMBER: 181086708 BUSINESS ADDRESS: STREET 1: CODAN TRUST COMPANY (CAYMAN) LIMITED STREET 2: CRICKET SQ., HUTCHINS DR., GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 BUSINESS PHONE: (345) 949 1040 MAIL ADDRESS: STREET 1: CODAN TRUST COMPANY (CAYMAN) LIMITED STREET 2: CRICKET SQ., HUTCHINS DR., GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 FORMER NAME: FORMER CONFORMED NAME: Pivotal Venture Partners Fund I, L.P. DATE OF NAME CHANGE: 20170118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pivotal bioVenture Partners Fund I U.G.P., Ltd CENTRAL INDEX KEY: 0001752847 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38670 FILM NUMBER: 181086709 BUSINESS ADDRESS: STREET 1: 1700 OWENS STREET, SUITE 595 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 BUSINESS PHONE: (415) 697-1002 MAIL ADDRESS: STREET 1: 1700 OWENS STREET, SUITE 595 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pivotal bioVenture Partners Fund I G.P., L.P. CENTRAL INDEX KEY: 0001752862 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38670 FILM NUMBER: 181086710 BUSINESS ADDRESS: STREET 1: 1700 OWENS STREET, SUITE 595 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 BUSINESS PHONE: (415) 697-1002 MAIL ADDRESS: STREET 1: 1700 OWENS STREET, SUITE 595 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Entasis Therapeutics Holdings Inc. CENTRAL INDEX KEY: 0001724344 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 824592913 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 35 GATEHOUSE DRIVE CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: (781) 810-0120 MAIL ADDRESS: STREET 1: 35 GATEHOUSE DRIVE CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: Entasis Therapeutics Ltd DATE OF NAME CHANGE: 20171204 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-09-25 0 0001724344 Entasis Therapeutics Holdings Inc. ETTX 0001695076 Pivotal bioVenture Partners Fund I, L.P. 1700 OWENS STREET, SUITE 595 SAN FRANCISCO CA 94158 0 0 1 0 0001752862 Pivotal bioVenture Partners Fund I G.P., L.P. 1700 OWENS STREET, SUITE 595 SAN FRANCISCO CA 94158 0 0 1 0 0001752847 Pivotal bioVenture Partners Fund I U.G.P., Ltd 1700 OWENS STREET, SUITE 595 SAN FRANCISCO CA 94158 0 0 1 0 Series B-1 Tranche A Convertible Preferred Stock Common Stock 7446904 I See Footnote Series B-1 Tranche B Convertible Preferred Stock Common Stock 9502249 I See Footnote Each share of 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. The reportable securities are owned directly by Pivotal bioVenture Partners Fund I, L.P. ("Pivotal"). Pivotal bioVenture Partners Fund I G.P., L.P. ("Pivotal GP") is the general partner of Pivotal. Pivotal bioVenture Partners Fund I U.G.P., Ltd ("Ultimate General Partner") is the general partner of Pivotal GP. Richard Coles, Peter Bisgaard and Vincent Sai Sing Cheung are directors of the Ultimate General Partner and may, along with the Ultimate General Partner, be deemed to have shared voting and dispositive power over the shares owned by Pivotal. Exhibit List - Exhibit 24 - Power of Attorney /s/ Christian Plaza, Attorney-in-Fact 2018-09-25 /s/ Christian Plaza, Attorney-in-Fact 2018-09-25 /s/ Christian Plaza, Attorney-in-Fact 2018-09-25 EX-24.3_810775 2 poa.txt POA DOCUMENT POWER OF ATTORNEY (For Executing Form ID and Forms 3, 4 and 5) Know all by these presents, that the undersigned hereby constitutes and appoints each of Christian Plaza and Jason Minio of Cooley LLP, and Michael Gutch and Mary Stack of Entasis Therapeutics Holdings Inc. (the "Company"), signing individually, the undersigned's true and lawful attorneys-in fact and agents to: (1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC"), a Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder, in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company; (2) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and (3) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or employed by or a partner at Cooley LLP or another law firm representing the Company, as applicable. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below. Date: August 8, 2018 PIVOTAL BIOVENTURE PARTNERS FUND I, L.P. By: /s/ Rob Hopfner Name: Rob Hopfner Title: Managing Partner Date: August 8, 2018 PIVOTAL BIOVENTURE PARTNERS FUND I G.P., L.P. By: /s/ Rob Hopfner Name: Rob Hopfner Title: Managing Partner Date: August 8, 2018 PIVOTAL BIOVENTURE PARTNERS FUND I U.G.P. LTD By: /s/ Rob Hopfner Name: Rob Hopfner Title: Managing Partner