SEC Form 3

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* Norwest Venture Partners XI, LP (Last) (First) (Middle) 525 UNIVERSITY AVENUE SUITE 800 (Street) PALO ALTO CA 94301 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/23/2014	3. Issuer Name and Ticker or Trading Symbol Intersect ENT, Inc. [ XENT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	1,124,492	(1)	I	See Footnote(2)
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	1,124,492	(1)	I	See Footnote(3)

1. Name and Address of Reporting Person* Norwest Venture Partners XI, LP (Last) (First) (Middle) 525 UNIVERSITY AVENUE SUITE 800 (Street) PALO ALTO CA 94301 (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* HAQUE PROMOD (Last) (First) (Middle) 525 UNIVERSITY AVENUE, SUITE 800 (Street) PALO ALTO CA 94301 (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* Howard Matthew D. (Last) (First) (Middle) 525 UNIVERSITY AVENUE SUITE 800 (Street) PALO ALTO CA 94301 (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* Crowe Jeffrey (Last) (First) (Middle) 525 UNIVERSITY AVENUE SUITE 800 (Street) PALO ALTO CA 94301 (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* Norwest Venture Partners XII, LP (Last) (First) (Middle) 525 UNIVERSITY AVENUE, SUITE 800 (Street) PALO ALTO CA 94301 (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. The Series D Convertible Preferred Stock will automatically convert into Issuer's Common Stock on a one for one basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

2. Consists of shares held by Norwest Venture Partners XI, L.P., or NVP XI. Genesis VC Partners XI, LLC, or 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. NVP Associates, LLC , and each of Promod Haque, Jeffrey Crowe and Matthew Howard, the managing members of Genesis XI may be deemed to share voting and dispositive power over the shares held by NVP XI. Such persons and entities disclaim beneficial ownership of shares held by NVP XI, except to the extent of any proportionate pecuniary interest therein.

3. Consists of shares held by Norwest Venture Partners XII, L.P., or NVP XII. Genesis VC Partners XII, LLC, or 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. NVP Associates, LLC , and each of Promod Haque, Jeffrey Crowe and Matthew Howard, the managing members of Genesis XII may be deemed to share voting and dispositive power over the shares held by NVP XII. Such persons and entities disclaim beneficial ownership of shares held by NVP XI and NVP XII, except to the extent of any proportionate pecuniary interest therein.

	/s/ Kurt Betcher, Chief Financial Officer	07/23/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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