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^*

Williamson Thomas P.

(Last)

(First)

(Middle)

3600 HOLLY LANE NORTH

SUITE 40

(Street)

PLYMOUTH

55447

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/05/2017

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, Sales

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, $0.001 par value	17,033⁽¹⁾⁽²⁾	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)
Incentive Stock Option (right to buy)	⁽³⁾	03/19/2023	Common Stock	28	$1.24	D
Incentive Stock Option (right to buy)	⁽³⁾	03/19/2023	Common Stock	49	$1.24	D
Incentive Stock Option (right to buy)	⁽⁴⁾	01/17/2024	Common Stock	331	$3.48	D
Incentive Stock Option (right to buy)	⁽⁵⁾	04/15/2024	Common Stock	340	$3.48	D
Incentive Stock Option (right to buy)	⁽⁶⁾	06/04/2024	Common Stock	470	$3.48	D
Incentive Stock Option (right to buy)	⁽⁷⁾	06/04/2024	Common Stock	548	$3.48	D
Incentive Stock Option (right to buy)	⁽⁸⁾	12/16/2024	Common Stock	1,804	$11.36	D
Incentive Stock Option (right to buy)	⁽⁹⁾	02/09/2025	Common Stock	3,000	$21.35	D
Incentive Stock Option (right to buy)	⁽¹⁰⁾	05/04/2025	Common Stock	10,000	$27.62	D
Non-Statutory Stock Option (right to buy)	⁽¹¹⁾	11/04/2025	Common Stock	10,000	$17.81	D

Explanation of Responses:

1. Includes 8,829 shares will be issued over time upon vesting pursuant to a restricted stock unit granted under the Entellus Medical, Inc. 2015 Incentive Award Plan.

2. Includes an aggregate of 262 shares acquired under the Entellus Medical, Inc. 2015 Employee Stock Purchase Plan on June 30, 2016 and December 31, 2016.

3. This option became fully vested and exercisable on January 1, 2017.

4. This option vests and becomes exercisable in 48 equal monthly installments, commencing on January 17, 2017, subject to such Reporting Person's continued employment with Entellus Medical, Inc. As of the date of this report, this option was vested and exercisable as to 23 of the underlying shares.

5. This option vests and becomes exercisable in 48 equal monthly installments, commencing on February 1, 2017, subject to such Reporting Person's continued employment with Entellus Medical, Inc. As of the date of this report, this option was vested and exercisable as to 26 of the underlying shares.

6. This option vests and becomes exercisable in 48 equal monthly installments, commencing on February 1, 2017, subject to such Reporting Person's continued employment with Entellus Medical, Inc. As of the date of this report, this option was vested and exercisable as to 26 of the underlying shares.

7. This option vests and becomes exercisable in 48 equal monthly installments, commencing on February 1, 2017, subject to such Reporting Person's continued employment with Entellus Medical, Inc. As of the date of this report, this option was vested and exercisable as to 26 of the underlying shares.

8. This option vests and becomes exercisable in 48 equal monthly installments, commencing on January 16, 2017, subject to such Reporting Person's continued employment with Entellus Medical, Inc. As of the date of this report, this option was vested and exercisable as to 552 of the underlying shares.

9. This option vests and becomes exercisable in 48 equal monthly installments, commencing on January 9, 2017, subject to such Reporting Person's continued employment with Entellus Medical, Inc. As of the date of this report, this option was vested and exercisable as to 1,364 of the underlying shares.

10. This option vests and becomes exercisable in 48 equal monthly installments, commencing on February 4, 2017, subject to such Reporting Person's continued employment with Entellus Medical, Inc. As of the date of this report, this option was vested and exercisable as to 4,160 of the underlying shares.

11. This option vests and becomes exercisable in 48 equal monthly installments, commencing on February 4, 2017, subject to such Reporting Person's continued employment with Entellus Medical, Inc. As of the date of this report, this option was vested and exercisable as to 2,912 of the underlying shares.

	/s/ Thomas P. Williamson	01/10/2017
	** 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).
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