SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Essex Woodlands Health Ventures VIII, L.L.C.

(Last)

(First)

(Middle)

21 WATERWAY AVENUE, SUITE 225

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2015

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/03/2015		C		3,135,858	A	⁽¹⁾	3,135,858	I	By Fund VIII⁽²⁾⁽³⁾
Common Stock	02/03/2015		P		319,853	A	$17	3,455,711	I	By Fund VIII⁽²⁾⁽³⁾
Common Stock	02/03/2015		C		226,095	A	⁽¹⁾	226,095	I	By Fund VIII-A⁽²⁾⁽³⁾
Common Stock	02/03/2015		P		23,061	A	$17	249,156	I	By Fund VIII-A⁽²⁾⁽³⁾
Common Stock	02/03/2015		C		98,302	A	⁽¹⁾	98,302	I	By Fund VIII-B⁽²⁾⁽³⁾
Common Stock	02/03/2015		P		10,027	A	$17	108,329	I	By Fund VIII-B⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Convertible Preferred Stock	⁽¹⁾	02/03/2015		C			8,325,325	⁽¹⁾	⁽¹⁾	Common Stock	2,081,331	⁽¹⁾	0	I	By Fund VIII⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	02/03/2015		C			600,259	⁽¹⁾	⁽¹⁾	Common Stock	150,064	⁽¹⁾	0	I	By Fund VIII-A⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	02/03/2015		C			260,982	⁽¹⁾	⁽¹⁾	Common Stock	65,245	⁽¹⁾	0	I	By Fund VIII-B⁽²⁾⁽³⁾
Series E Convertible Preferred Stock	⁽¹⁾	02/03/2015		C			4,218,108	⁽¹⁾	⁽¹⁾	Common Stock	1,054,527	⁽¹⁾	0	I	By Fund VIII⁽²⁾⁽³⁾
Series E Convertible Preferred Stock	⁽¹⁾	02/03/2015		C			304,126	⁽¹⁾	⁽¹⁾	Common Stock	76,031	⁽¹⁾	0	I	By Fund VIII-A⁽²⁾⁽³⁾
Series E Convertible Preferred Stock	⁽¹⁾	02/03/2015		C			132,228	⁽¹⁾	⁽¹⁾	Common Stock	33,057	⁽¹⁾	0	I	By Fund VIII-B⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Essex Woodlands Health Ventures VIII, L.L.C.

(Last)

(First)

(Middle)

21 WATERWAY AVENUE, SUITE 225

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Essex Woodlands Health Ventures VIII, L.P.

(Last)

(First)

(Middle)

21 WATERWAY AVENUE, SUITE 225

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ESSEX WOODLANDS HEALTH VENTURES FUND VIII LP

(Last)

(First)

(Middle)

21 WATERWAY AVENUE, SUITE 225

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ESSEX WOODLANDS HEALTH VENTURES FUND VIII-A LP

(Last)

(First)

(Middle)

21 WATERWAY AVENUE, SUITE 225

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ESSEX WOODLANDS HEALTH VENTURES FUND VIII-B LP

(Last)

(First)

(Middle)

21 WATERWAY AVENUE, SUITE 225

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Series D and E Convertible Preferred Stock (collectively, the "Preferred Stock") has no expiration date. The Preferred Stock converted into shares of Issuer common stock upon the closing of the Issuer's initial public offering, giving effect to the 1-for-4 reverse stock split effected by the Issuer on January 12, 2015, which changed the conversion rate for the Series D and E Convertible Preferred Stock from 1-for-1 to 0.25-for-1 (subject to the payment of cash, or the rounding up by a maximum of one share, for any fractional shares, in accordance with the Issuer's certificate of incorporation).

2. Essex Woodlands Health Ventures VIII, L.P. (the "Essex Funds GP"), is the general partner of each of Essex Woodlands Health Ventures Fund VIII, L.P. ("Fund VIII"), Essex Woodlands Health Ventures Fund VIII-A, L.P. ("Fund VIII-A") and Essex Woodlands Health Ventures Fund VIII-B, L.P. ("Fund VIII-B", and together with Fund VIII and Fund VIII-A, the "Essex Funds"). Essex Woodlands Health Ventures VIII, L.L.C. (the "General Partner") is the general partner of the Essex Funds GP. The General Partner holds sole voting and dispositive power over the shares held by each of the Essex Funds (the "Shares"). The managers of the General Partner are James L. Currie, Martin P. Sutter, Immanuel Thangaraj, Ron Eastman, Guido Neels (also a member of the Issuer's board of directors), Petri Vainio, Jeff Himawan and Steve Wiggins (collectively, the "Managers"), and may exercise voting and investment control over the Shares by the majority action of the Managers.

3. Each individual Manager and the General Partner disclaims beneficial ownership over the Shares except to the extent of his or its respective pecuniary interest therein.

Remarks:

	Essex Woodlands Health Ventures VIII, L.L.C. By: /s/ Martin P. Sutter, Managing Director	02/03/2015
	Essex Woodlands Health Ventures VIII, L.P.; By: Essex Woodlands Health Ventures VI, L.L.C., its General Partner; By: /s/ Martin P. Sutter, Managing Director	02/03/2015
	Essex Woodlands Health Ventures Fund VIII, L.P.; By: Essex Woodlands Health Ventures VIII, L.P., its General Partner; By: Essex Woodlands Health Ventures VIII, L.L.C., its General Partner; By: /s/ Martin P. Sutter, Managing Director	02/03/2015
	Essex Woodlands Health Ventures Fund VIII-A, L.P.; By: Essex Woodlands Health Ventures VIII, L.P., its General Partner; By: Essex Woodlands Health Ventures VIII, L.L.C., its General Partner; By: /s/ Martin P. Sutter, Managing Director	02/03/2015
	Essex Woodlands Health Ventures Fund VIII-B, L.P.; By: Essex Woodlands Health Ventures VIII, L.P., its General Partner; By: Essex Woodlands Health Ventures VIII, L.L.C., its General Partner; By: /s/ Martin P. Sutter, Managing Director	02/03/2015
	** Signature of Reporting Person	Date
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