Entellus Medical (ENTL) Form 4 ENTELLUS MEDICAL / Woodlands Health Ventures VIII, L.L.C. Essex 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^*

Essex Woodlands Health Ventures VIII, L.L.C.

(Last) (First) (Middle)

21 WATERWAY AVENUE

SUITE 225

(Street)

THE WOODLANDS TX 77380

(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)
01/31/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.001 par value	01/31/2017		S		527,022	D	$17(1)	2,928,689	I	By Fund VIII(2)(3)
Common Stock, $0.001 par value	01/31/2017		S		37,998	D	$17(1)	211,159	I	By Fund VIII-A(2)(3)
Common Stock, $0.001 par value	01/31/2017		S		16,521	D	$17(1)	91,808	I	By Fund VIII-B(2)(3)

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

1. Name and Address of Reporting Person^*

Essex Woodlands Health Ventures VIII, L.L.C.

(Last) (First) (Middle)

21 WATERWAY AVENUE

SUITE 225

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Essex Woodlands Health Ventures VIII, L.P.

(Last) (First) (Middle)

21 WATERWAY AVENUE

SUITE 225

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ESSEX WOODLANDS HEALTH VENTURES FUND VIII LP

(Last) (First) (Middle)

21 WATERWAY AVENUE

SUITE 225

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ESSEX WOODLANDS HEALTH VENTURES FUND VIII-A LP

(Last) (First) (Middle)

21 WATERWAY AVENUE

SUITE 225

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ESSEX WOODLANDS HEALTH VENTURES FUND VIII-B LP

(Last) (First) (Middle)

21 WATERWAY AVENUE

SUITE 225

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

Explanation of Responses:

1. Represents a public offering price of $17.00 per share before underwriting discounts and commissions pursuant to an Underwriting Agreement dated January 25, 2017, which offering closed on January 31, 2017.

2. See Exhibit 99.1.

3. Each individual Manager and the General Partner disclaims beneficial ownership over the shares except to the extent of his or its respective pecuniary interest therein.

	/s/ Martin P. Sutter, Managing Director	01/31/2017
	/s/ Martin P. Sutter, Managing Director	01/31/2017
	/s/ Martin P. Sutter, Managing Director	01/31/2017
	/s/ Martin P. Sutter, Managing Director	01/31/2017
	/s/ Martin P. Sutter, Managing Director	01/31/2017
	** 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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