Filing Details
- Accession Number:
- 0001193125-21-361165
- Form Type:
- 13D Filing
- Publication Date:
- 2021-12-16 19:00:00
- Filed By:
- Luly Jay R.
- Company:
- Enanta Pharmaceuticals Inc (NASDAQ:ENTA)
- Filing Date:
- 2021-12-17
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Jay R. Luly, Ph.D | 1,366,318 | 0 | 1,366,318 | 0 | 1,366,318 | 6.5% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Enanta Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
29251M106
(CUSIP Number)
Nathaniel S. Gardiner
Senior Vice President and General Counsel
Enanta Pharmaceuticals, Inc.
500 Arsenal Street
Watertown, MA 02472
Tel: (617) 607-0800
With a copy to:
Stacie S. Aarestad
Foley Hoag LLP
155 Seaport Boulevard
Boston, MA 02210
Tel: (617) 832-1000
Fax: (617) 832-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 15, 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 sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No.29251M106 | 13D | Page 2 of 4 Pages |
1. | Names of Reporting Persons.
Jay R. Luly, Ph.D. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO, PF | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
1,366,318 Shares1 | ||||
8. | Shared Voting Power
0 Shares | |||||
9. | Sole Dispositive Power
1,366,318 Shares1 | |||||
10. | Shared Dispositive Power
0 Shares |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,366,318 Shares1 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
6.5%2 | |||||
14. | Type of Reporting Person (See Instructions)
IN |
1. | Includes 711,165 Shares (as defined below) issuable upon exercise of outstanding options that were exercisable within the 60-day period following December 15, 2021. |
2. | Based upon 20,324,795 Shares outstanding on November 1, 2021, as reported by the Issuer (as defined below) in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 24, 2021. |
CUSIP No. 29251M106 | Page 3 of 4 Pages |
Item 1. Security and Issuer.
This Amendment No. 2 (this Amendment) to the statement on Schedule 13D with respect to beneficial ownership of shares of common stock, par value $0.01 per share (the Shares), of Enanta Pharmaceuticals, Inc., a Delaware corporation (the Issuer), filed by Jay R. Luly, Ph.D. (Dr. Luly or the Reporting Person) on January 18, 2019 (such statement, as amended by Amendment No. 1 on March 4, 2020, the Schedule 13D), amends the Schedule 13D as set forth below.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically amended by this Amendment, items in the Schedule 13D are unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in full as follows:
On November 19, 2021, the Issuer granted to the Reporting Person (i) 25,700 restricted stock units (RSUs), each representing the contingent right to receive, upon vesting of the unit, one Share, and (ii) an option to purchase 107,800 Shares. The RSUs vest in equal annual installments over four years from the date of grant. The Shares that vest will be issued on the first December 1 after the applicable vesting date, subject to withholding of a portion of the vested shares to satisfy tax withholding requirements. The option will become exercisable quarterly in substantially equal installments over four years from the date of grant. On December 1, 2021, in connection with a previous issuance of RSUs on November 20, 2020, the Issuer issued 6,625 Shares to Dr. Luly, of which 1,944 Shares were automatically forfeited by Dr. Luly to cover withholding taxes due as a result of such settlement.
With respect to all other Shares beneficially owned by Dr. Luly, such Shares were awarded by the Issuer, as compensation for Dr. Lulys service as the Chief Executive Officer and President of the Issuer, as performance awards, restricted stock units or stock options or were acquired by Dr. Luly through exercise of stock options using Dr. Lulys personal funds. Dr. Lulys outstanding stock options are scheduled to continue to vest on a quarterly basis at an aggregate rate of 24,600 Shares per quarter during the next four quarters.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in full as follows:
As of December 15, 2021, Dr. Luly beneficially owned 1,366,318 Shares, consisting of: (i) 655,153 Shares and (ii) 711,165 Shares issuable upon exercise of outstanding options that are exercisable within the 60-day period following December 15, 2021. Dr. Luly has sole voting and dispositive power over all such Shares. No person other than Dr. Luly is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Dr. Luly.
The information set forth under Item 3 and the cover page of this Amendment is incorporated herein by reference. Dr. Luly has not engaged in any transactions with respect to the Shares during the 60 days before the date of this filing.
[signature page follows]
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.
Date: December 17, 2021
By: | /s/ Jay R. Luly, Ph.D. | |
Jay R. Luly, Ph.D. |