Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Enanta Pharmaceuticals, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
29251M106 (CUSIP Number) |
Matthew Kowalsky, CLO Enanta Pharmaceuticals, Inc., 4 Kingsbury Avenue Watertown, MA, 02472 (617) 607-0800 Stacie S. Aarestad Foley Hoag LLP, Seaport West, 155 Seaport Boulevard Boston, MA, 02210 (617) 832-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/12/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 29251M106 |
| 1 |
Name of reporting person
Jay R. Luly, Ph.D. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,703,616.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Shares beneficially owned include 876,887 Shares (as defined below) issuable upon exercise of outstanding options that were exercisable within the 60-day period following February 12, 2025. The percentage of class represented by the amount in Row (11) is based on 21,332,544 Shares outstanding on February 4, 2025, as reported by the Issuer (as defined below) in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 12, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Enanta Pharmaceuticals, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
4 Kingsbury Avenue, Watertown,
MASSACHUSETTS
, 02472. | |
Item 1 Comment:
This Amendment No. 3 (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") (such statement, as amended by Amendment No. 1 filed on March 4, 2020 and Amendment No. 2 filed on December 17, 2021, 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 2. | Identity and Background | |
| (b) | Paragraph (b) of Item 2 of the Schedule 13D is hereby amended and restated in full as follows:The business address of Dr. Luly is c/o Enanta Pharmaceuticals, Inc., 4 Kingsbury Avenue, Watertown, Massachusetts 02472. | |
| 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 February 12, 2025, Dr. Luly purchased 45,000 Shares in the open market at prices ranging from $5.32 to $5.86 per share, at an average weighted purchase price of $5.69 per Share and an aggregate purchase price of approximately $256,000. The source of funds for such purchases was Dr. Luly's existing personal funds.On February 12, 2025, the Issuer issued 25,500 Shares to the Reporting Person pursuant to performance share units ("PSUs") that vested and settled as a result of performance against two-year research and development milestones in the calendar 2023-2024 period as determined by the Compensation Committee of the Board of Directors of the Issuer. Of those Shares, 7,484 were automatically forfeited by the Reporting Person pursuant to the terms of the awards on February 12, 2025 to cover withholding taxes due as a result of settlement of the PSUs.With respect to all other Shares beneficially owned by Dr. Luly, such Shares were awarded by the Issuer as compensation for Dr. Luly's 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. Luly's personal funds. Dr. Luly's outstanding stock options are scheduled to continue to vest on a quarterly basis at an average rate of 47,237 Shares per quarter over the remainder of 2025, and his outstanding restricted stock units are scheduled to settle with respect to 22,175 Shares in December 2025 and 15,750 Shares in December 2026. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The percentage of beneficial ownership reported in this Item 5 is based on a total of 21,332,544 Shares outstanding on February 4, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 12, 2025.As of February 12, 2025, Dr. Luly beneficially owned 1,703,616 Shares, consisting of (i) 826,729 Shares and (ii) 876,887 Shares issuable upon exercise of outstanding options exercisable within the 60-day period following February 12, 2025, representing approximately 7.7% of the outstanding Shares. | |
| (b) | Dr. Luly has sole voting and dispositive power over all of the Shares that he beneficially owns. | |
| (c) | The information set forth under Item 3 and the cover page of this Statement is incorporated herein by reference. Other than as set forth herein, Dr. Luly has not engaged in any transactions with respect to the Shares during the 60 days before the date of this filing. | |
| (d) | 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. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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