SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PETERSON KAREN E

(Last)

(First)

(Middle)

C/O ENTELLUS MEDICAL, INC.

3600 HOLLY LANE NORTH, SUITE 40

(Street)

PLYMOUTH

55447

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2015

3. Issuer Name and Ticker or Trading Symbol
ENTELLUS MEDICAL INC [ ENTL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SEE REMARKS

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	73,384⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	10/26/2021	Common Stock	1,563⁽¹⁾	$0.76	D
Stock Option (Right to Buy)	⁽³⁾	02/08/2022	Common Stock	2,189⁽¹⁾	$0.76	D
Stock Option (Right to Buy)	⁽⁴⁾	03/19/2023	Common Stock	5,002⁽¹⁾	$1.24	D
Stock Option (Right to Buy)	⁽⁵⁾	08/01/2023	Common Stock	12,112⁽¹⁾	$2.12	D
Stock Option (Right to Buy)	⁽⁶⁾	01/17/2024	Common Stock	9,500⁽¹⁾	$3.48	D
Stock Option (Right to Buy)	⁽⁷⁾	12/16/2024	Common Stock	23,800⁽¹⁾	$11.36	D

Explanation of Responses:

1. Gives effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015.

2. The option originally covered 7,500 shares (after giving effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015) of which 5,937 shares subject to the option have been exercised as of the date hereof. The option vests in 48 substantially equal monthly installments commencing on the grant date (October 26, 2011) and on the first day of each month thereafter, subject to continued employment or service with the Issuer through each applicable vesting date.

3. The option originally covered 8,750 shares (after giving effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015) of which 6,561 shares subject to the option have been exercised as of the date hereof. The option vests in 48 substantially equal monthly installments commencing on the grant date (February 8, 2012) and on the last day of each month thereafter, subject to continued employment or service with the Issuer through each applicable vesting date.

4. The option originally covered 10,000 shares (after giving effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015) of which 4,998 shares subject to the option have been exercised as of the date hereof. The option vests in 48 substantially equal monthly installments commencing on the grant date (March 19, 2013) and on each monthly anniversary of the grant date thereafter, subject to continued employment or service with the Issuer through each applicable vesting date.

5. The option originally covered 18,750 shares (after giving effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015) of which 6,638 shares subject to the option have been exercised as of the date hereof. The option vests in 48 substantially equal monthly installments commencing on the grant date (August 1, 2013) and on each monthly anniversary of the grant date thereafter, subject to continued employment or service with the Issuer through each applicable vesting date.

6. The option originally covered 10,000 shares (after giving effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015) of which 500 shares subject to the option have been exercised as of the date hereof. The option vests in 48 substantially equal monthly installments commencing on the grant date (February 17, 2014) and on each monthly anniversary of the grant date thereafter, subject to continued employment or service with the Issuer through each applicable vesting date.

7. The option vests in 48 substantially equal monthly installments commencing on December 1, 2014 (the "Vesting Commencement Date") and on each monthly anniversary of the Vesting Commencement Date thereafter, contingent upon the closing of the Issuer's initial public offering and subject to continued service with the Issuer through each applicable vesting date.

Remarks:

The Reporting Person is Vice President, Clinical, Regulatory and Quality of the Issuer. Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Thomas E. Griffin, Attorney-in-Fact for Karen E. Peterson	01/28/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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