SEC Form 4 · accession 0001235802-15-000017

ENTELLUS MEDICAL INC · ENTL

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

Reporting owners

Split Rock Partners Management LLC

10% Owner

Split Rock Partners, LP

10% Owner

Period of report

Feb 3, 2015

Accepted (ET)

Feb 4, 2015 · 5:19 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
Common Stock^F1,F2,F3	Feb 3, 2015	C	300,000	—	A	300,000	D
Common Stock^F1,F2,F3	Feb 3, 2015	C	621,547	—	A	921,547	D
Common Stock^F1,F4,F3	Feb 3, 2015	C	250,876	—	A	1,172,423	D
Common Stock^F1,F2,F3	Feb 3, 2015	C	688,508	—	A	1,860,931	D
Common Stock^F1,F2,F3	Feb 3, 2015	C	942,859	—	A	2,803,790	D
Common Stock^F1,F3	Feb 3, 2015	P	352,941	$17.00	A	3,156,731	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A Convertible Preferred Stock^F1,F3,F2	—	Feb 3, 2015	C	1,200,000	D	—	—	Common Stock	300,000	D
Series B Convertible Preferred Stock^F1,F3,F2	—	Feb 3, 2015	C	2,486,188	D	—	—	Common Stock	621,547	D
Series C Convertible Preferred Stock^F1,F3,F4	—	Feb 3, 2015	C	743,466	D	—	—	Common Stock	250,876	D
Series D Convertible Preferred Stock^F1,F3,F2	—	Feb 3, 2015	C	2,754,034	D	—	—	Common Stock	688,508	D
Series E Convertible Preferred Stock^F1,F3,F2	—	Feb 3, 2015	C	3,771,438	D	—	—	Common Stock	942,859	D

Explanation of responses

F1Reflects a 1-for-4 reverse stock split effected as of January 12, 2015.
F2Each outstanding share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock automatically converted into 1/4 of a share of the Issuer's common stock, immediately prior to the closing of the Issuer's initial public offering, for no additional consideration (subject to payment of cash for any fractional shares, in accordance with the Issuer's certificate of incorporation). These shares had no expiration date.
F3The securities are owned directly by Split Rock Partners, LP ("SRP"). Voting and investment power over the securities is delegated to Split Rock Partners Management, LLC ("SRPM"), the general partner of SRP. SRPM has delegated voting and investment decisions to Michael Gorman, James Simons and David Stassen (collectively, the "General Partner Designees"), who require a two-thirds vote to act. Each of the General Partner Designees disclaims beneficial ownership of the securities except to the extent of any pecuniary interest therein.
F4Each outstanding share of Series C Convertible Preferred Stock automatically converted into 0.3374 of a share of the Issuer's common stock, immediately prior to the closing of the Issuer's initial public offering, for no additional consideration (subject to payment of cash for any fractional shares, in accordance with the Issuer's certificate of incorporation). These shares had no expiration date.