SEC Form 3 · accession 0001209191-15-007120

ENTELLUS MEDICAL INC · ENTL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Thomas E Griffin

Officer — CHIEF FINANCIAL OFFICER

Period of report

Jan 28, 2015

Accepted (ET)

Jan 28, 2015 · 5:49 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001374128

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	holding	—	—		—	77,583	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F3,F2,F1	$1.40	holding	—	—	—	—	Jul 25, 2017	Common Stock	1,281	—	D
Stock Option (Right to Buy)^F3,F4,F1	$1.40	holding	—	—	—	—	Dec 17, 2017	Common Stock	8,438	—	D
Stock Option (Right to Buy)^F3,F5,F1	$1.36	holding	—	—	—	—	Mar 24, 2020	Common Stock	1,524	—	D
Stock Option (Right to Buy)^F6,F1	$0.68	holding	—	—	—	—	Feb 1, 2021	Common Stock	625	—	D
Stock Option (Right to Buy)^F7,F1	$0.76	holding	—	—	—	—	Feb 8, 2022	Common Stock	14,590	—	D
Stock Option (Right to Buy)^F8,F1	$1.24	holding	—	—	—	—	Mar 19, 2023	Common Stock	5,835	—	D
Stock Option (Right to Buy)^F3,F9,F1	$1.24	holding	—	—	—	—	May 29, 2023	Common Stock	3,124	—	D
Stock Option (Right to Buy)^F10,F1	$3.48	holding	—	—	—	—	Jan 17, 2024	Common Stock	5,000	—	D
Stock Option (Right to Buy)^F11,F1	$11.36	holding	—	—	—	—	Dec 16, 2024	Common Stock	40,225	—	D

Explanation of responses

F1Gives effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015.
F10The 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.
F11The 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.
F2The option became fully vested on July 25, 2011. The option originally covered 3,000 shares (after giving effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015) of which 1,719 shares subject to the option have been exercised as of the date hereof.
F3The Reporting Person is deemed to hold this option for the benefit of his former spouse and must exercise the option solely upon the direction of his former spouse, who is entitled to the shares issued upon exercise. The Reporting Person disclaims beneficial ownership of such option except to the extent of his pecuniary interest therein.
F4The option became fully vested on December 17, 2011. The option originally covered 22,500 shares (after giving effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015) of which 14,062 shares subject to the option have been exercised as of the date hereof.
F5The option originally covered 16,250 shares (after giving effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015) of which 14,726 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 24, 2010) and on the first day of each month thereafter, subject to continued employment or service with the Issuer through each applicable vesting date.
F6The 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 6,875 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.
F7The option originally covered 43,750 shares (after giving effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015) of which 29,160 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.
F8The 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 4,165 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.
F9The option became fully vested on the grant date (May 29, 2013). 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 6,876 shares subject to the option have been exercised as of the date hereof.

Remarks

Exhibit List: Exhibit 24 - Power of Attorney