ENTELLUS MEDICAL, INC.
3600 Holly Lane North, Suite 40
Plymouth, Minnesota 55447
January 26, 2015
VIA EDGAR Transmission
Amanda Ravitz
Assistant Director
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | Entellus Medical, Inc. |
Registration Statement on Form S-1
Filed December 23, 2014
File No. 333-201237
Dear Ms. Ravitz:
In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective January 28, 2015, at 4:00 p.m. Eastern Time or as soon thereafter as practicable. Please call Shayne Kennedy at (714) 755-8181 to provide notice of effectiveness.
In connection with this request for effectiveness, Entellus Medical, Inc. (the “Company”) acknowledges the following:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Sincerely yours, | ||
| Entellus Medical, Inc. | ||
| By: | /s/ Brian E. Farley | |
| Brian E. Farley | ||
| Chief Executive Officer | ||
| cc: | B. Shayne Kennedy, Esq.,Latham & Watkins LLP |
Danielle Carbone, Esq.,Shearman & Sterling LLP
