Brent Moen Form 4 ENTELLUS MEDICAL / Brent Moen 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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X

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^*

Moen Brent

(Last) (First) (Middle)

3600 HOLLY LANE NORTH, SUITE 40

(Street)

PLYMOUTH MN 55447

(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	10% Owner
X	Officer (give title below)	Other (specify below)
CFO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2018

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, $0.001 par value	02/28/2018		D		12,865	D	$24(1)	0	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 Option (right to buy)	$17.74	02/28/2018		D			100,000	(2)	06/04/2026	Common Stock	100,000	$6.26	0	D
Stock Option (right to buy)	$19.01	02/28/2018		D			15,000	(3)	01/04/2027	Common Stock	15,000	$4.99	0	D

Explanation of Responses:

1. Disposed of pursuant to an Agreement and Plan of Merger, dated December 7, 2017, between Entellus Medical, Inc., Stryker Corporation and Explorer Merger Sub Corp. in exchange for a cash payment of $24.00 per share.

2. This option, which provided for vesting of 25% of the shares on May 23, 2017 and 36 equal monthly installments thereafter, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $24.00 over the per share exercise price of such option.

3. This option, which provided for vesting in 48 equal monthly installments commencing on February 4, 2017, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $24.00 over the per share exercise price of such option.

	/s/ Brent A. Moen	03/01/2018
	** 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).
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