Sec Form 4 Filing - SVLSF IV, LLC @ ENTELLUS MEDICAL INC - 2017-01-31

Insider filing report for Changes in Beneficial Ownership
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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
SVLSF IV, LLC
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)
(Last) (First) (Middle)
ONE BOSTON PLACE, 201 WASHINGTON STREET, SUITE 3900
3. Date of Earliest Transaction (MM/DD/YY)
01/31/2017
(Street)
BOSTON, MA02108
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 01/31/2017 S 220,431 D $ 17 ( 1 ) 1,091,166 I By ILSF LP1 ( 2 ) ( 3 )
Common Stock, $0.001 par value 01/31/2017 S 2,615 D $ 17 ( 1 ) 12,947 I By ILSF Co-Invest ( 2 ) ( 3 )
Common Stock, $0.001 par value 01/31/2017 S 2,106 D $ 17 ( 1 ) 10,424 I By ILSF Strategic ( 2 ) ( 3 )
Common Stock, $0.001 par value 01/31/2017 S 299,424 D $ 17 ( 1 ) 1,791,070 I By Fund IV ( 4 ) ( 5 )
Common Stock, $0.001 par value 01/31/2017 S 8,501 D $ 17 ( 1 ) 50,849 I By Fund IV Strategic ( 4 ) ( 5 )
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 a ny (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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SVLSF IV, LLC
ONE BOSTON PLACE
201 WASHINGTON STREET, SUITE 3900
BOSTON, MA02108
X
INTERNATIONAL LIFE SCIENCES FUND III CO-INVESTMENT, L.P.
ONE BOSTON PLACE, SUITE 3900
201 WASHINGTON STREET
BOSTON, MA02108
X
INTERNATIONAL LIFE SCIENCES FUND III STRATEGIC PARTNERS, L.P.
ONE BOSTON PLACE, SUITE 3900
201 WASHINGTON STREET
BOSTON, MA02108
X
SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS, L. P.
ONE BOSTON PLACE
201 WASHINGTON STREET, SUITE 3900
BOSTON, MA02108
X
SV LIFE SCIENCES FUND IV, L.P.
ONE BOSTON PLACE
201 WASHINGTON STREET, SUITE 3900
BOSTON, MA02108
X
INTERNATIONAL LIFE SCIENCES FUND III (LP1), L.P.
ONE BOSTON PLACE, SUITE 3900
201 WASHINGTON STREET
BOSTON, MA02108
X
Signatures
/s/ Denise Marks, Member 02/01/2017
Signature of Reporting Person Date
/s/ Denise Marks, Member 02/01/2017
Signature of Reporting Person Date
/s/ Denise Marks, Member 02/01/2017
Signature of Reporting Person Date
/s/ Denise Marks, Member 02/01/2017
Signature of Reporting Person Date
/s/ Denise Marks, Member 02/01/2017
Signature of Reporting Person Date
/s/ Denise Marks, Member 02/01/2017
Signature of Reporting Person Date
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 )International Life Sciences Fund III (GP), L.P. ("Fund III GP") is the general partner of each of: (i) International Life Sciences Fund III (LP1), L.P. ("ILSF LP1"), (ii) International Life Sciences Fund III Co-Investment, L.P. ("ILSF Co-Invest") and (iii) International Life Sciences Fund III Strategic Partners, L.P. ("ILSF Strategic" and collectively, the "Fund III Entities"). ILSF III, LLC (the "ILSF General Partner") is the general partner of Fund III GP and, through an investment committee comprised of James Garvey, Kate Bingham, Eugene D. Hill, III and Michael Ross controls voting and investment decisions over the Issuer's shares held by the Fund III Entities by majority vote.
( 3 )Each member of the investment committee of ILSF General Partner disclaims beneficial ownership over the Shares held by the Fund III Entities except to the extent of any pecuniary interest therein. Each of ILSF General Partner and Fund III GP disclaim beneficial ownership over the Shares held by the Fund III Entities except to the extent of their respective pecuniary interest therein.
( 4 )SV Life Sciences Fund IV (GP), L.P. ("Fund IV GP") is the general partner of each of SV Life Sciences Fund IV, L.P. ("Fund IV") and SV Life Sciences Fund IV Strategic Partners, L.P. ("Fund IV Strategic" and together with Fund IV, the "Fund IV Entities"). SVLSF IV, LLC (the "SVLS General Partner") is the general partner of Fund IV GP and, through an investment committee comprised of David Milne (also a member of the Issuer's board of directors), James Garvey, Kate Bingham, Eugene D. Hill, III and Michael Ross controls voting and investment decisions over the Issuer's shares held by the Fund IV Entities by a majority vote.
( 5 )Each member of the investment committee of SVLS General Partner disclaims beneficial ownership over the Shares held by the Fund IV Entities except to the extent of any pecuniary interest therein. Each of SVLS General Partner and Fund IV GP disclaim beneficial ownership over the Shares held by the Fund IV Entities except to the extent of their respective pecuniary interest therein.

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