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Sec Form 4 Filing - STRYKER CORP @ ENTELLUS MEDICAL INC - 2018-02-28

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
STRYKER CORP
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) X __ Other (specify below)
See Footnotes
(Last)
(First)
(Middle)
2825 AIRVIEW BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2018
(Street)
KALAMAZOO, MI49002
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 per share 02/28/2018 J 26,012,704 ( 1 ) ( 2 ) ( 3 ) ( 4 ) A 26,012,704 ( 1 ) ( 2 ) ( 3 ) ( 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
Stock Option (right to buy) ( 1 ) ( 2 ) ( 3 ) 02/28/2018 J 4,014,619 ( 1 ) ( 2 ) ( 3 ) ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Common Stock, $0.001 par value per share 4,014,619 ( 1 ) ( 2 ) ( 3 ) 4,014,619 ( 1 ) ( 2 ) ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STRYKER CORP
2825 AIRVIEW BOULEVARD
KALAMAZOO, MI49002
X See Footnotes
Signatures
/s/ GLENN S. BOEHNLEIN 02/28/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 28, 2018, pursuant to the Agreement and Plan of Merger, dated as of December 7, 2017 (the "Merger Agreement"), by and among Entellus Medical, Inc., a Delaware corporation ("Entellus"), Stryker Corporation, a Michigan corporation ("Stryker"), and Explorer Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Stryker ("Merger Sub"), Merger Sub merged with and into Entellus, with Entellus continuing as the surviving corporation and a direct or indirect wholly owned subsidiary of Stryker (the "Merger").
( 2 )Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time") each share of common stock, par value $0.001 per share, of Entellus (the "Entellus Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares held by Entellus, Stryker, any subsidiary of Stryker or a stockholder who properly exercised and perfected appraisal of his, her or its shares under Delaware law), which totaled 25,761,443 shares, was cancelled and converted into the right to receive, in accordance with the Merger Agreement, $24.00 per share in cash, without interest and subject to applicable withholding taxes (such amount of cash, the "Merger Consideration").
( 3 )In addition, at the Effective Time and as a result of the Merger, (i) each option to purchase shares of Entellus Common Stock that was outstanding immediately prior to the Effective Time, whether vested or unvested (which represented 4,014,619 shares of Entellus Common Stock underlying such options, with 3,839,119 of these options having net exercise prices less than the Merger Consideration), was cancelled and converted into the right to receive a cash payment equal to the Merger Consideration, net of the exercise price, and (ii) each award of restricted stock units covering shares of Entellus Common Stock that was outstanding immediately prior to the Effective Time, whether vested or unvested (covering in the aggregate 251,261 shares of Entellus Common Stock), was cancelled and converted into the right to receive a cash payment equal to the product of the Merger Consideration and the number of shares subject to the award.
( 4 )In connection with entering into the Merger Agreement, certain stockholders of Entellus (collectively, the "Subject Stockholders") entered into voting agreements (the "Voting Agreements") with Stryker pursuant to which the Subject Stockholders agreed, among other things, to vote their Entellus securities, including shares of Entellus Common Stock, restricted stock awards and options (collectively, the "Voting Agreement Shares"), in favor of the Merger. On December 18, 2017, Stryker filed a Form 3 with respect to the Voting Agreement Shares; however, in such filing Stryker disclaimed any "pecuniary interest" or beneficial ownership interests in the Voting Agreement Shares. Upon the Effective Time, each of the Voting Agreements terminated by its terms.

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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