SEC FORM 3

Please wait

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Split Rock Partners, LP

(Last)

(First)

(Middle)

10400 VIKING DR

SUITE 250

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2015

3. Issuer Name and Ticker or Trading Symbol
ENTELLUS MEDICAL INC [ ENTL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	300,000	⁽¹⁾	D⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	621,547	⁽¹⁾	D⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	250,876	⁽³⁾	D⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	688,508	⁽¹⁾	D⁽²⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	942,859	⁽¹⁾	D⁽²⁾

1. Name and Address of Reporting Person^*

Split Rock Partners, LP

(Last)

(First)

(Middle)

10400 VIKING DR

SUITE 250

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Split Rock Partners Management LLC

(Last)

(First)

(Middle)

10400 VIKING DR

SUITE 250

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents shares of Series A, B, D and E Convertible Preferred Stock, which have no expiration date, were convertible in whole or in part at any time at the election of the holder on a 1-for-1 basis, and immediately prior to the closing of the Issuer's initial public offering, will automatically convert into shares of the Issuer's Common Stock for no additional consideration (subject to the payment of cash for any fractional shares, in accordance with the Issuer's certificate of incorporation). The number of underlying shares of common stock reported in Column 3 reflects a 1-for-4 reverse stock split, effective as of January 12, 2015, pursuant to which each share of Series A, B, D and E Convertible Preferred Stock will become convertible into 1/4 of a share of common stock.

2. Voting and investment power over the shares reported herein (the Shares) has been delegated by Split Rock Partners, LP (SRP) to Split Rock Partners Management, LLC (SRPM), the general partner of SRP. SRPM has delegated voting and investment control to Michael Gorman, James Simons and David Stassen (collectively, the General Partner Designees), who require a two-thirds vote to act. Each of the General Partner Designees disclaims beneficial ownership of the Shares, except to the extent of any pecuniary interest therein.

3. Represents shares of Series C Convertible Preferred Stock, which have no expiration date, were convertible in whole or in part at any time at the election of the holder on a 1.3498-for-1 basis, and immediately prior to the closing of the Issuer's initial public offering, will automatically convert into shares of the Issuer's Common Stock for no additional consideration (subject to the payment of cash for any fractional shares, in accordance with the Issuer's certificate of incorporation). The number of underlying shares of common stock reported in Column 3 reflects a 1-for-4 reverse stock split, effective as of January 12, 2015, pursuant to which each share of Series C Convertible Preferred Stock will become convertible into 0.3374 of a share of common stock.

	SPLIT ROCK PARTNERS, LP, By: /s/ Steven L.P. Schwen, Chief Financial Officer	01/28/2015
	SPLIT ROCK PARTNERS MANAGEMENT, LLC, By: /s/ Steven L.P. Schwen, Chief Financial Officer	01/28/2015
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.