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* PETRICK TIMOTHY B (Last) (First) (Middle) C/O ENTELLUS MEDICAL, INC. 3600 HOLLY LANE NORTH, SUITE 40 (Street) PLYMOUTH MN 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) VICE PRESIDENT, R&D	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	90,952(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(2)	02/01/2021	Common Stock	660(1)	$0.68	D
Stock Option (Right to Buy)	(3)	10/26/2021	Common Stock	4,687(1)	$0.76	D
Stock Option (Right to Buy)	(4)	02/08/2022	Common Stock	11,069(1)	$0.76	D
Stock Option (Right to Buy)	(5)	03/19/2023	Common Stock	6,043(1)	$1.24	D
Stock Option (Right to Buy)	(6)	01/17/2024	Common Stock	2,188(1)	$3.48	D
Stock Option (Right to Buy)	(7)	12/16/2024	Common Stock	29,750(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 6,250 shares (after giving effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015) of which 5,590 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 1, 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 15,000 shares (after giving effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015) of which 10,313 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.

4. The option originally covered 31,250 shares (after giving effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015) of which 20,181 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.

5. 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 3,957 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.

6. The option originally covered 2,500 shares (after giving effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015) of which 312 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:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Thomas E. Griffin, Attorney-in-Fact for Timothy B. Petrick	01/28/2015
	** Signature of Reporting Person	Date
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