SEC Form 4 · accession 0001209191-15-009475
ENTELLUS MEDICAL INC · ENTL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Period of report
Feb 3, 2015
Accepted (ET)
Feb 4, 2015 · 4:54 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 StockF1,F2,F3 | Feb 3, 2015 | C | 3,135,858 | — | A | 3,135,858 | I | By Fund VIII |
| Common StockF2,F3 | Feb 3, 2015 | P | 319,853 | $17.00 | A | 3,455,711 | I | By Fund VIII |
| Common StockF1,F2,F3 | Feb 3, 2015 | C | 226,095 | — | A | 226,095 | I | By Fund VIII-A |
| Common StockF2,F3 | Feb 3, 2015 | P | 23,061 | $17.00 | A | 249,156 | I | By Fund VIII-A |
| Common StockF1,F2,F3 | Feb 3, 2015 | C | 98,302 | — | A | 98,302 | I | By Fund VIII-B |
| Common StockF2,F3 | Feb 3, 2015 | P | 10,027 | $17.00 | A | 108,329 | I | By Fund VIII-B |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Convertible Preferred StockF1,F2,F3 | — | Feb 3, 2015 | C | 8,325,325 | D | — | — | Common Stock | 2,081,331 | 0 | I |
| Series D Convertible Preferred StockF1,F2,F3 | — | Feb 3, 2015 | C | 600,259 | D | — | — | Common Stock | 150,064 | 0 | I |
| Series D Convertible Preferred StockF1,F2,F3 | — | Feb 3, 2015 | C | 260,982 | D | — | — | Common Stock | 65,245 | 0 | I |
| Series E Convertible Preferred StockF1,F2,F3 | — | Feb 3, 2015 | C | 4,218,108 | D | — | — | Common Stock | 1,054,527 | 0 | I |
| Series E Convertible Preferred StockF1,F2,F3 | — | Feb 3, 2015 | C | 304,126 | D | — | — | Common Stock | 76,031 | 0 | I |
| Series E Convertible Preferred StockF1,F2,F3 | — | Feb 3, 2015 | C | 132,228 | D | — | — | Common Stock | 33,057 | 0 | I |
Explanation of responses
- F1Series 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).
- F2Essex 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.
- F3Each individual Manager and the General Partner disclaims beneficial ownership over the Shares except to the extent of his or its respective pecuniary interest therein.