FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/28/2015 |
3. Issuer Name and Ticker or Trading Symbol
ENTELLUS MEDICAL INC [ ENTL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 605,768(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (Right to Buy) | (2) | 03/24/2020 | Common Stock | 39,562(1) | $1.36 | D | |
Stock Option (Right to Buy) | (3) | 02/08/2022 | Common Stock | 28,439(1) | $0.76 | D | |
Stock Option (Right to Buy) | (4) | 03/19/2023 | Common Stock | 34,510(1) | $1.24 | D | |
Stock Option (Right to Buy) | (5) | 12/16/2024 | Common Stock | 188,800(1) | $11.36 | D |
Explanation of Responses: |
1. Gives effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015. |
2. The option became fully vested on January 1, 2014. The option originally covered 489,500 shares (after giving effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015) of which 449,938 shares subject to the option have been exercised as of the date hereof. |
3. The option originally covered 113,750 shares (after giving effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015) of which 85,311 shares subject to the option have been exercised as of the date hereof. The option vests in 48 substantially equal monthly installments commencing on the grant date (February 8, 2012) and on the last day of each month thereafter, subject to continued employment or service with the Issuer through each applicable vesting date. |
4. The option originally covered 66,250 shares (after giving effect to a 1-for-4 reverse split of common stock effected by the Issuer on January 12, 2015) of which 31,740 shares subject to the option have been exercised as of the date hereof. The option vests as to (a) 16,560 of the shares underlying the option on April 1, 2013, (b) 5,520 shares underlying the option on May 1, 2013 and on the first day of each month thereafter through and including December 1, 2016, and (c) 5,560 shares underlying the option on January 1, 2017, subject to continued employment or service with the Issuer through each applicable vesting date. |
5. The option vests in 48 substantially equal monthly installments commencing on December 1, 2014 (the "Vesting Commencement Date") and on each monthly anniversary of the Vesting Commencement Date thereafter, contingent upon the closing of the Issuer's initial public offering and subject to continued service with the Issuer through each applicable vesting date. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney |
/s/ Thomas E. Griffin, Attorney-in-Fact for Brian E. Farley | 01/28/2015 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |