SEC Form 4 · accession 0001235802-18-000028
ENTELLUS MEDICAL INC · ENTL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brent Moen
Officer — CFO and Secretary
Period of report
Feb 28, 2018
Accepted (ET)
Mar 1, 2018 · 3:25 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 | 12,865 | $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 | $17.74 | Feb 28, 2018 | D | 100,000 | D | — | Jun 4, 2026 | Common Stock | 100,000 | 0 | D |
| Stock Option (right to buy)F3 | $19.01 | Feb 28, 2018 | D | 15,000 | D | — | Jan 4, 2027 | Common Stock | 15,000 | 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 provided for vesting of 25% of the shares on May 23, 2017 and 36 equal monthly installments thereafter, 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 provided for vesting in 48 equal monthly installments commencing on February 4, 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.