13D Filing: Discovery Group I, LLC and Entellus Medical Inc (ENTL)

Item 1.

Security and Issuer

This Amendment No. 6 to Schedule
13D (“Amendment No. 6”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”),
of Entellus Medical, Inc., a Delaware corporation (the “Company”), which has its principal executive offices
at 3600 Holly Lane North, Suite 40, Plymouth, MN 55447. This Amendment No. 6 amends and supplements, as set forth below, the information
contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on March 6, 2017,
as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on March 14, 2017, as amended
by Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on March 28, 2017, as amended by Amendment
No. 3 thereto filed by the Reporting Persons with respect to the Company on May 8, 2017, as amended by Amendment No. 4 thereto
filed by the Reporting Persons with respect to the Company on August 22, 2017, and as amended by Amendment No. 5 thereto filed
by the Reporting Persons with respect to the Company on November 15, 2017 (as so amended, the “Schedule 13D”).
All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by
this Amendment No. 6, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting
Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 6.

Item 3.

Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby
amended to read in its entirety as follows:

As of December 7, 2017, the Reporting
Persons no longer beneficially own any shares of Common Stock.

Item 5.

Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby
amended to read in its entirety as follows:

The information concerning percentages
of ownership set forth below is based on 25,474,059 shares of Common Stock outstanding as of November
1, 2017 in the Company’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2017.

Discovery Equity Partners beneficially
owns 0 shares of Common Stock as of December 7, 2017, which represents 0.0% of the
outstanding Common Stock.

Discovery Group beneficially owns
0 shares of Common Stock as of December 7, 2017, which represents 0.0% of the outstanding
Common Stock.