Sec Form 4 Filing - Williamson Thomas P. @ ENTELLUS MEDICAL INC - 2017-11-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Williamson Thomas P. 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) VP, Commercial Operations (Last) (First) (Middle) 3600 HOLLY LANE NORTH, SUITE 40 3. Date of Earliest Transaction (MM/DD/YY) 11/04/2017 (Street) PLYMOUTH, MN55447 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/04/2017 A 10,000 ( 1 ) A $ 0 47,217 ( 2 ) D Common Stock, $0.001 par value 01/05/2018 S( 3 ) 968 D $ 24.01 46,467 ( 4 ) D Common Stock, $0.001 par value 01/08/2018 S( 3 ) 1,481 D $ 24.12 44,986 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Non-Statutory Stock Option (right to buy) $ 17.24 11/04/2017 A 20,000 ( 5 ) 11/04/2027 Common Stock 20,000 $ 0 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Williamson Thomas P. 3600 HOLLY LANE NORTH SUITE 40 PLYMOUTH, MN55447 VP, Commercial Operations Signatures /s/ Brent A. Moen, attorney-in-fact 01/09/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares will be issued over time upon vesting pursuant to a restricted stock unit granted under the Entellus Medical, Inc. 2015 Incentive Award Plan. ( 2 )Includes 35,886 shares that will be issued over time upon vesting pursuant to restricted stock units granted under the Entellus Medical, Inc. 2015 Incentive Award Plan and an aggregate of 446 shares acquired under the Entellus Medical, Inc. 2015 Employee Stock Purchase Plan on June 30, 2016, December 31, 2016 and June 30, 2017. ( 3 )These shares were sold under a pre-arranged sales instruction pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to cover the estimated tax withholding obligations in connection with the vesting of restricted stock units. ( 4 )Includes 27,943 shares will be issued over time upon vesting pursuant to restricted stock units granted under the Entellus Medical, Inc. 2015 Incentive Award Plan and an aggregate of 664 shares acquired under the Entellus Medical, Inc. 2015 Employee Stock Purchase Plan on June 30, 2016, December 31, 2016, June 30, 2017 and December 31, 2017. ( 5 )This option vests with respect to 1/48th of the shares on December 1, 2017 and on each monthly anniversary of November 1, 2017 thereafter, subject to such Reporting Person's continued employment with Entellus Medical, Inc.

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