Intersect ENT (XENT) Form 4 Intersect ENT / GWEN R. CARSCADDEN ownership change

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^*

CARSCADDEN GWEN R.

(Last) (First) (Middle)

C/O INTERSECT ENT, INC.

1555 ADAMS DRIVE

(Street)

MENLO PARK CA 94025

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2020

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	02/03/2020		A		6,690	A	$0.00	24,396(2)	D
Common Stock(3)	02/03/2020		A		6,690	A	$0.00	31,086(4)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to buy)	$26.18	02/03/2020		A		13,250		(5)	02/03/2030	Common Stock	13,250	$0.00	13,250	D

Explanation of Responses:

1. Represents restricted stock units granted pursuant to the Intersect ENT, Inc. 2014 Equity Incentive Plan. Each restricted stock unit represents a right to receive one share of Intersect ENT, Inc. common stock upon vesting. The restricted stock units shall vest on the third anniversary from the date of grant provided that certain 30-day trailing average stock price (the "Average Closing Price") targets are achieved at any time during the three year period following the date of grant. 33 1/3%, 66 2/3% or 100% of the shares will vest if the Average Closing Price equals or exceeds specific stock price targets.

2. Includes 11,457 restricted stock units, of which 6,690 are performance based.

3. Represents restricted stock units granted pursuant to the Intersect ENT, Inc. 2014 Equity Incentive Plan. Each restricted stock unit represents a right to receive one share of Intersect ENT, Inc. common stock upon vesting. The restricted stock units vest in three equal annual installments commencing one year after the grant date.

4. Includes 18,147 restricted stock units, of which 6,690 are performance based.

5. The vesting commencement date of the option is February 3, 2020. 1/8th of the shares subject to the option shall vest on August 3, 2020 and 1/48th of the shares subject to the option shall vest monthly thereafter over 42 months.

Remarks:

	David A. Lehman, Attorney-in-Fact for Gwen Carscadden	02/05/2020
	** 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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