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SCHEDULE 13D/A 001193125-21-361165 0001571211 XXXXXXXX LIVE 3 Common Stock, par value $0.01 per share 02/12/2025 false 0001177648 29251M106 Enanta Pharmaceuticals, Inc. 4 Kingsbury Avenue Watertown MA 02472 Matthew Kowalsky, CLO (617) 607-0800 Enanta Pharmaceuticals, Inc. 4 Kingsbury Avenue Watertown MA 02472 Stacie S. Aarestad (617) 832-1000 Foley Hoag LLP, Seaport West 155 Seaport Boulevard Boston MA 02210 0001571211 N Jay R. Luly, Ph.D. OO PF N X1 1703616 0 1703616 0 1703616 N 7.7 IN 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. Common Stock, par value $0.01 per share Enanta Pharmaceuticals, Inc. 4 Kingsbury Avenue Watertown MA 02472 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. 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 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. 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. Dr. Luly has sole voting and dispositive power over all of the Shares that he beneficially owns. 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. 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. Not applicable. Jay R. Luly, Ph.D. /s/ Jay R. Luly, Ph.D. Jay R. Luly, Ph.D. 02/14/2025