SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

de Clercq Casper L.

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Intersect ENT, Inc. [ XENT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/03/2015		J		299,867	D	$0.00⁽¹⁾	824,625⁽²⁾	I	See Footnote⁽²⁾
Common Stock	03/03/2015		J		299,936	D	$0.00⁽³⁾	824,556⁽⁴⁾	I	(See Footnote⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares were disposed via a pro rata in-kind distribution of Issuer's stock from Norwest Venture Partners XI, L.P. ("NVP XI") to its limited and general partners.

2. The NVP XI distribution resulted in a change in the form of beneficial ownership so that following the distribution 133 shares were held by Genesis VC Partners XI, LLC ("Genesis XI"), and the remaining 824,492 shares are held of record by NVP XI. Genesis XI is the general partner of NVP XI and may be deemed to have sole voting and dispositive power over the shares held by NVP XI. The Reporting Person is a member of Genesis XI. The Reporting Person disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

3. Shares were disposed via a pro rata in-kind distribution of Issuer's stock from Norwest Venture Partners XII, LP ("NVP XII") to its limited and general partners.

4. The NVP XII distribution resulted in a change in the form of beneficial ownership so that following the distribution 64 shares were held by Genesis VC Partners XII, LLC ("Genesis XII"), and the remaining 824,492 shares are held of record by NVP XII. Genesis XII is the general partner of NVP XII and may be deemed to have sole voting and dispositive power over the shares held by NVP XII. The Reporting Person is a member of Genesis XII. The Reporting Person disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

Remarks:

	Kurt L. Betcher, Attorney in Fact c/o Casper L de Clercq 525 University Avenue, Suite 800 Palo Alto, CA 94301	03/05/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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