0000903423-18-000527.txt : 20181002 0000903423-18-000527.hdr.sgml : 20181002 20181002164658 ACCESSION NUMBER: 0000903423-18-000527 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180928 FILED AS OF DATE: 20181002 DATE AS OF CHANGE: 20181002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38670 FILM NUMBER: 181102002 BUSINESS ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38670 FILM NUMBER: 181102003 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38670 FILM NUMBER: 181102004 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 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 4 1 ettx.xml OWNERSHIP DOCUMENT X0306 4 2018-09-28 0 0001724344 Entasis Therapeutics Holdings Inc. ETTX 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 1 Former 10% Owner 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 1 Former 10% Owner Common Stock 2018-09-28 4 C 0 735924 0.00 A 735924 I See Explanation of Responses Common Stock 2018-09-28 4 J 0 22285 A 758209 I See Explanation of Responses Common Stock 2018-09-28 4 P 0 262539 15.00 A 1020748 I See Explanation of Responses Series B-1 Preferred Stock 2018-09-28 4 C 0 15254237 0.00 D Common Stock 735924 0 I See Explanation of Responses David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotech GenPar V Advisors, LLC, which is the general partner of TPG Biotechnology GenPar V, L.P., which is the general partner of TPG Biotech V ENT, L.P. ("TPG Biotech V"), which holds 1,020,748 shares of Common Stock, par value $0.001 per share ("Common Stock"), of Entasis Therapeutics Holdings Inc. (the "Issuer"). On September 28, 2018, the shares of Series B-1 Preferred Stock of the Issuer (the "Series B-1 Preferred") held by TPG Biotech V automatically converted into 735,924 shares of Common Stock. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Series B-1 Preferred had been convertible, at the option of the holder, at any time into shares Common Stock at an initial conversion rate equal to one share of Common Stock per share of Series B-1 Preferred. The initial conversion rate was adjusted as a result of a 1-for-20.728 reverse stock split of the Issuer's Common Stock. On September 28, 2018, the Issuer paid to TPG Biotech V accrued but unpaid dividends on the Series B-1 Preferred in 22,285 shares of Common Stock. On September 28, 2018, TPG Biotech V acquired 262,539 shares of Common Stock at a price of $15.00 per share in connection with the Issuer's initial public offering. Because of the relationship between the Reporting Persons and TPG Biotech V, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech V. TPG Biotech V and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech V's or such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission. /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (7) 2018-10-02 /s/ Bradford Berenson on behalf of David Bonderman (7)(8) 2018-10-02 /s/ Bradford Berenson on behalf of James G. Coulter (7)(8) 2018-10-02