General statement of acquisition of beneficial ownership



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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549














SCHEDULE 13D/A


Under the Securities Exchange Act of 1934 (Amendment No. 4)*






ENTASIS THERAPEUTICS HOLDINGS INC.






(Name of Issuer)






Common Stock, $0.001 par value






(Title of Class of Securities)






293614 103






(CUSIP Number)






Pavel Raifeld


Chief Executive Officer


Innoviva, Inc.


1350 Old Bayshore Highway Suite 400


Burlingame, CA


877-202-1097






(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)






May 3, 2021






(Date of Event which Requires Filing of this Statement)






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.                 ☐







Note

: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all
exhibits. See §240.13d-7 for other parties to whom copies are to be sent.







*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.






The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).










Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB
control number.














































































1



NAME OF REPORTING PERSON




Innoviva, Inc.





2



CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)




(b)





3



SEC USE ONLY





4



SOURCE OF FUNDS




WC



5



CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)








6



CITIZENSHIP OR PLACE OF ORGANIZATION




Delaware





NUMBER OF


SHARES


BENEFICIALLY


OWNED BY


EACH


REPORTING


PERSON


WITH



7



SOLE VOTING POWER





37,345,794

(1)





8



SHARED VOTING POWER




7,462,050

(2)




9



SOLE DISPOSITIVE POWER




37,345,794

(1)




10



SHARED DISPOSITIVE POWER




7,462,050

(2)




11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON




44,807,844

(1)




12



CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)








13



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)




70.6%

(3)




14



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)




CO


















(1)



Includes shares of Common Stock and warrants to purchase Common Stock acquired by INVA on April 22, 2020, June 11, 2020, and September 1, 2020.











(2)



Includes shares of Common Stock and warrants to purchase Common Stock acquired by ISO on May 3, 2021.










(3)



Based on 37,310,254 shares of Common Stock outstanding as April 16, 2021, as reported by the Issuer in its proxy statement on Schedule 14A filed on April 30, 2021

plus

3,731,025 shares of Common
Stock and warrants to purchase 3,731,025 shares of Common Stock acquired by the Reporting Persons on May 3, 2021,

plus

warrants to purchase 18,672,897 shares of Common Stock previously acquired by the Reporting Persons.  Does
not include shares of Common Stock or warrants to purchase Common Stock to be issued by the Issuer upon the closing of the transaction described in Item 4 below.











































































1



NAME OF REPORTING PERSON




Innoviva Strategic Opportunities LLC



2



CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)




(b)





3



SEC USE ONLY





4



SOURCE OF FUNDS




WC



5



CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)








6



CITIZENSHIP OR PLACE OF ORGANIZATION




Delaware





NUMBER OF


SHARES


BENEFICIALLY


OWNED BY


EACH


REPORTING


PERSON


WITH



7



SOLE VOTING POWER




0





8



SHARED VOTING POWER




7,462,050



9




SOLE DISPOSITIVE POWER





0



10



SHARED DISPOSITIVE POWER




7,462,050



11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON




7,462,050





12



CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)








13



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)




11.8%

(1)




14



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)




OO




















(1)



Based on 37,310,254 shares of Common Stock outstanding as April 16, 2021, as reported by the Issuer in its proxy statement on Schedule 14A filed on April 30, 2021

plus

3,731,025 shares of Common
Stock and warrants to purchase 3,731,025 shares of Common Stock acquired by ISO on May 3, 2021,

plus

warrants to purchase 18,672,897 shares of Common Stock previously acquired by INVA.  Does not include shares of Common Stock or
warrants to purchase Common Stock to be issued by the Issuer upon the second closing of the transaction described in Item 4 below




















Explanatory Note






This Amendment No. 4 (the “Amendment No. 4”) amends and supplements the initial Statement of Beneficial Ownership on Schedule 13D, as filed with the
Securities and Exchange Commission on April 23, 2020 and previously amended, (as amended, the “Schedule 13D”) with respect to shares of common stock, $0.001 par value per share (“Common Stock”) of Entasis Therapeutics Holdings Inc., a Delaware
corporation (the “Issuer”) and warrants to acquire additional shares of Common Stock of the Issuer. Innoviva, Inc. (“INVA”) and Innoviva Strategic Opportunities LLC (“ISO” and together with INVA, the “Reporting Persons”) are filing this amendment to
reflect the execution of a Securities Purchase Agreement (as defined below) in respect of the acquisition of additional shares of Common Stock and Common Warrants. Except as specifically amended and supplemented by this Amendment No. 4, the Schedule
13D remains in full force and effect.






Item 2. Identity and Background






Item 2 in Schedule 13D is hereby supplemented as follows:






Innoviva Strategic Opportunities LLC (“ISO”) is a wholly-owned subsidiary of Innoviva which was formed on November 25, 2020.






The address of the principal business office of ISO is: c/o Innoviva, Inc., 1350 Old Bayshore Highway Suite 400  Burlingame, CA.






Neither Reporting Person has been, (a) with respect to INVA, in the last five years, and (b) with respect to ISO, since the date of its formation: (i) convicted in a criminal proceeding, or (ii) a
party to any other civil proceeding of a judicial or administrative


The above information was disclosed in a filing to the SEC. To see the filing, click here.

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