SEC Form 4 · accession 0001235802-18-000022
ENTELLUS MEDICAL INC · ENTL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas P. Williamson
Officer — VP, Commercial Operations
Period of report
Feb 28, 2018
Accepted (ET)
Mar 1, 2018 · 2:22 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 | 44,986 | $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 | $1.24 | Feb 28, 2018 | D | 28 | D | — | Mar 19, 2023 | Common Stock | 28 | 0 | D |
| Stock Option (right to buy)F3 | $1.24 | Feb 28, 2018 | D | 49 | D | — | Mar 19, 2023 | Common Stock | 49 | 0 | D |
| Stock Option (right to buy)F4 | $3.48 | Feb 28, 2018 | D | 331 | D | — | Jan 17, 2024 | Common Stock | 331 | 0 | D |
| Stock Option (right to buy)F5 | $3.48 | Feb 28, 2018 | D | 340 | D | — | Apr 15, 2024 | Common Stock | 340 | 0 | D |
| Stock Option (right to buy)F6 | $3.48 | Feb 28, 2018 | D | 470 | D | — | Jun 4, 2024 | Common Stock | 470 | 0 | D |
| Stock Option (right to buy)F7 | $3.48 | Feb 28, 2018 | D | 548 | D | — | Jun 4, 2024 | Common Stock | 548 | 0 | D |
| Stock Option (right to buy)F8 | $11.36 | Feb 28, 2018 | D | 1,804 | D | — | Dec 16, 2024 | Common Stock | 1,804 | 0 | D |
| Stock Option (right to buy)F9 | $21.35 | Feb 28, 2018 | D | 3,000 | D | — | Feb 9, 2025 | Common Stock | 3,000 | 0 | D |
| Stock Option (right to buy)F10 | $17.81 | Feb 28, 2018 | D | 10,000 | D | — | Nov 4, 2025 | Common Stock | 10,000 | 0 | D |
| Stock Option (right to buy)F11 | $16.84 | Feb 28, 2018 | D | 40,000 | D | — | Feb 4, 2027 | Common Stock | 40,000 | 0 | D |
| Stock Option (right to buy)F12 | $17.24 | Feb 28, 2018 | D | 20,000 | D | — | Nov 4, 2027 | Common Stock | 20,000 | 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.
- F10This option, which provided for vesting in 48 equal month installments commencing on December 4, 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.
- F11This option, which provided for vesting in 48 equal month installments commencing on February 5, 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.
- F12This option, which provided for vesting in 48 equal month installments commencing on December 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.
- F2This option, which became fully vested and exercisable 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.
- F3This option, which became fully vested and exercisable 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.
- F4This option, which provided for vesting in 48 equal month installments commencing on January 17, 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.
- F5This option, which provided for vesting in 48 equal month installments commencing on February 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 48 equal month installments commencing on July 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.
- F7This option, which provided for vesting in 48 equal month installments commencing on October 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.
- F8This option, which provided for vesting in 48 equal month installments commencing on January 16, 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.
- F9This option, which provided for vesting in 48 equal month installments commencing on March 9, 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.