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^*

SVLSF IV, LLC

(Last)

(First)

(Middle)

ONE BOSTON PLACE, SUITE 3900

201 WASHINGTON STREET

(Street)

BOSTON

02108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENTELLUS MEDICAL INC [ ENTL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2015

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

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

	Form filed by One Reporting Person
X	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	02/03/2015		C		1,311,597	A	⁽¹⁾⁽²⁾	1,311,597	I	By ILSF LP1⁽³⁾⁽⁴⁾
Common Stock	02/03/2015		C		15,562	A	⁽¹⁾⁽²⁾	15,562	I	By ILSF Co-Invest⁽³⁾⁽⁴⁾
Common Stock	02/03/2015		C		12,529	A	⁽¹⁾⁽²⁾	12,529	I	By ILSF Strategic⁽³⁾⁽⁴⁾
Common Stock	02/03/2015		C		1,781,615	A	⁽¹⁾⁽²⁾	1,781,615	I	By Fund IV⁽⁵⁾⁽⁶⁾
Common Stock	02/03/2015		P		308,878	A	$17	2,090,493	I	By Fund IV⁽⁵⁾⁽⁶⁾
Common Stock	02/03/2015		C		50,581	A	⁽¹⁾⁽²⁾	50,581	I	By Fund IV Strategic⁽⁵⁾⁽⁶⁾
Common Stock	02/03/2015		P		8,769	A	$17	59,350	I	By Fund IV Strategic⁽⁵⁾⁽⁶⁾

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)
Series A Convertible Preferred Stock	⁽¹⁾⁽²⁾	02/03/2015		C			1,174,836	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	293,709	⁽¹⁾⁽²⁾	0	I	By ILSF LP1⁽³⁾⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾⁽²⁾	02/03/2015		C			13,940	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	3,485	⁽¹⁾⁽²⁾	0	I	By ILSF Co-Invest⁽³⁾⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾⁽²⁾	02/03/2015		C			11,224	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	2,806	⁽¹⁾⁽²⁾	0	I	By ILSF Strategic⁽³⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾⁽²⁾	02/03/2015		C			2,434,052	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	608,513	⁽¹⁾⁽²⁾	0	I	By ILSF LP1⁽³⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾⁽²⁾	02/03/2015		C			28,882	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	7,220	⁽¹⁾⁽²⁾	0	I	By ILSF Co-Invest⁽³⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾⁽²⁾	02/03/2015		C			23,254	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	5,813	⁽¹⁾⁽²⁾	0	I	By ILSF Strategic⁽³⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾⁽²⁾	02/03/2015		C			1,213,172	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	409,375	⁽¹⁾⁽²⁾	0	I	By ILSF LP1⁽³⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾⁽²⁾	02/03/2015		C			14,395	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	4,857	⁽¹⁾⁽²⁾	0	I	By ILSF Co-Invest⁽³⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾⁽²⁾	02/03/2015		C			11,590	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	3,910	⁽¹⁾⁽²⁾	0	I	By ILSF Strategic⁽³⁾⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹⁾⁽²⁾	02/03/2015		C			2,977,679	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	744,419	⁽¹⁾⁽²⁾	0	I	By Fund IV⁽⁵⁾⁽⁶⁾
Series D Convertible Preferred Stock	⁽¹⁾⁽²⁾	02/03/2015		C			84,539	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	21,134	⁽¹⁾⁽²⁾	0	I	By Fund IV Strategic⁽⁵⁾⁽⁶⁾
Series E Convertible Preferred Stock	⁽¹⁾⁽²⁾	02/03/2015		C			4,148,785	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	1,037,196	⁽¹⁾⁽²⁾	0	I	By Fund IV⁽⁵⁾⁽⁶⁾
Series E Convertible Preferred Stock	⁽¹⁾⁽²⁾	02/03/2015		C			117,788	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	29,447	⁽¹⁾⁽²⁾	0	I	By Fund IV Strategic⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

SVLSF IV, LLC

(Last)

(First)

(Middle)

ONE BOSTON PLACE, SUITE 3900

201 WASHINGTON STREET

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ILSF III, LLC

(Last)

(First)

(Middle)

ONE BOSTON PLACE, SUITE 3900

201 WASHINGTON STREET

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

INTERNATIONAL LIFE SCIENCES FUND III (GP), L.P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE, SUITE 3900

201 WASHINGTON STREET

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

INTERNATIONAL LIFE SCIENCES FUND III (LP1), L.P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE, SUITE 3900

201 WASHINGTON STREET

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

INTERNATIONAL LIFE SCIENCES FUND III CO-INVESTMENT, L.P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE, SUITE 3900

201 WASHINGTON STREET

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

INTERNATIONAL LIFE SCIENCES FUND III STRATEGIC PARTNERS, L.P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE, SUITE 3900

201 WASHINGTON STREET

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SV Life Sciences Fund IV (GP), L.P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE, SUITE 3900

201 WASHINGTON STREET

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS, L. P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE, SUITE 3900

201 WASHINGTON STREET

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SV LIFE SCIENCES FUND IV, L.P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE, SUITE 3900

201 WASHINGTON STREET

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Series A, B, C, D and E Convertible Preferred Stock (collectively, the "Preferred Stock") has no expiration date.

2. The Preferred Stock converted into shares (the "Shares") of Issuer common stock upon the closing of the Issuer's initial public offering, giving effect to the 1-for-4 reverse stock split effected by the Issuer on January 12, 2015, which changed the conversion rate for the Series A, B, D and E Convertible Preferred Stock from 1-for-1 to 0.25-for-1 and, for the Series C Convertible Preferred Stock, from 1.3498-for-1 to an approximate 0.3374-for-1 basis (subject to the payment of cash, or the rounding up by a maximum of one share, for any fractional shares, in accordance with the Issuer's certificate of incorporation).

3. International Life Sciences Fund III (GP), L.P. ("Fund III GP") is the general partner of each of: (i) International Life Sciences Fund III (LP1), L.P. ("ILSF LP1"), (ii) International Life Sciences Fund III Co-Investment, L.P. ("ILSF Co-Invest") and (iii) International Life Sciences Fund III Strategic Partners, L.P. ("ILSF Strategic" and collectively, the "Fund III Entities"). ILSF III, LLC (the "ILSF General Partner") is the general partner of Fund III GP and, through an investment committee comprised of James Garvey, Kate Bingham, Eugene D. Hill, III and Michael Ross controls voting and investment decisions over the Issuer's shares held by the Fund III Entities by majority vote.

4. Each member of the investment committee of ILSF General Partner disclaims beneficial ownership over the Shares held by the Fund III Entities except to the extent of any pecuniary interest therein. Each of ILSF General Partner and Fund III GP disclaim beneficial ownership over the Shares held by the Fund III Entities except to the extent of their respective pecuniary interest therein.

5. SV Life Sciences Fund IV (GP), L.P. ("Fund IV GP") is the general partner of each of SV Life Sciences Fund IV, L.P. ("Fund IV") and SV Life Sciences Fund IV Strategic Partners, L.P. ("Fund IV Strategic" and together with Fund IV, the "Fund IV Entities"). SVLSF IV, LLC (the "SVLS General Partner") is the general partner of Fund IV GP and, through an investment committee comprised of David Milne (also a member of the Issuer's board of directors), James Garvey, Kate Bingham, Eugene D. Hill, III and Michael Ross controls voting and investment decisions over the Issuer's shares held by the Fund IV Entities by a majority vote.

6. Each member of the investment committee of SVLS General Partner disclaims beneficial ownership over the Shares held by the Fund IV Entities except to the extent of any pecuniary interest therein. Each of SVLS General Partner and Fund IV GP disclaim beneficial ownership over the Shares held by the Fund IV Entities except to the extent of their respective pecuniary interest therein.

Remarks:

	SVLSF IV, LLC By: /s/ Denise Marks, Member	02/04/2015
	ILSF III, LLC; By: /s/ Denise Marks, Member	02/04/2015
	International Life Sciences Fund III (GP), L.P.; By: ILSF III, LLC, its General Partner; By: /s/ Denise Marks, Member	02/04/2015
	International Life Sciences Fund III (LP1), L.P.; By: International Life Sciences Fund III (GP), L.P., its General Partner; By: ILSF III, LLC, its General Partner; By: /s/ Denise Marks, Member	02/04/2015
	International Life Sciences Fund III Co-Investment, L.P.; By: International Life Sciences Fund III (GP), L.P., its General Partner; By: ILSF III, LLC, its General Partner; By: /s/ Denise Marks, Member	02/04/2015
	International Life Sciences Fund III Strategic Partners, L.P.; By: International Life Sciences Fund III (GP), L.P., its General Partner; By: ILSF III, LLC, its General Partner; By: /s/ Denise Marks, Member	02/04/2015
	SV Life Sciences Fund IV (GP), L.P.; By: SVLSF IV LLC, its General Partner; By: /s/ Denise Marks, Member	02/04/2015
	SV Life Sciences Fund IV Strategic Partners, L.P.; By: SV Life Sciences Fund IV (GP), L.P., its General Partner; By: SVLSF IV, LLC, its General Partner; By: /s/ Denise Marks, Member	02/04/2015
	SV Life Sciences Fund IV, L.P.; By: SV Life Sciences Fund IV (GP), L.P., its General Partner; By: SVLSF IV, LLC, its General Partner; By: /s/ Denise Marks, Member	02/04/2015
	** 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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