SEC Form 4 · accession 0001235802-18-000019
ENTELLUS MEDICAL INC · ENTL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian E Farley
Director
Period of report
Feb 28, 2018
Accepted (ET)
Mar 1, 2018 · 1:18 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, $0.001 par valueF1 | Feb 28, 2018 | D | 291,743 | $24.00 | D | 0 | 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)F2 | $1.36 | Feb 28, 2018 | D | 39,563 | D | — | Mar 24, 2020 | Common Stock | 39,563 | 0 | D |
| Stock Option (right to buy)F3 | $0.76 | Feb 28, 2018 | D | 28,439 | D | — | Feb 8, 2022 | Common Stock | 28,439 | 0 | D |
| Stock Option (right to buy)F4 | $1.24 | Feb 28, 2018 | D | 34,510 | D | — | Mar 19, 2023 | Common Stock | 34,510 | 0 | D |
| Stock Option (right to buy)F5 | $11.36 | Feb 28, 2018 | D | 188,800 | D | — | Dec 16, 2024 | Common Stock | 188,800 | 0 | D |
| Stock Option (right to buy)F6 | $18.26 | Feb 28, 2018 | D | 10,000 | D | — | Jun 14, 2026 | Common Stock | 10,000 | 0 | D |
| Stock Option (right to buy)F7 | $13.38 | Feb 28, 2018 | D | 5,000 | D | — | Jun 13, 2027 | Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to an Agreement and Plan of Merger, dated December 7, 2017, between Entellus Medical, Inc., Stryker Corporation and Explorer Merger Sub Corp. in exchange for a cash payment of $24.00 per share.
- F2This option, which was fully vested on January 1, 2014, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $24.00 over the per share exercise price of such option.
- F3This option, which was fully vested on December 31, 2015, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $24.00 over the per share exercise price of such option.
- F4This option, which was fully vested on January 1, 2017, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $24.00 over the per share exercise price of such option.
- F5This option, which provided for vesting in 48 equal monthly installments commencing on December 1, 2014, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $24.00 over the per share exercise price of such option.
- F6This option, which provided for vesting in full on the earlier of June 14, 2017 and the date of the annual stockholder meeting following June 14, 2016, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $24.00 over the per share exercise price of such option.
- F7This option, which provided for vesting in full on the earlier of June 13, 2018 and the date of the annual stockholder meeting following June 13, 2017, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $24.00 over the per share exercise price of such option.