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

UNITED STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO
FILED

PURSUANT TO § 240.13d-2(a)

 

UNDER THE SECURITIES EXCHANGE
ACT OF 1934

(Amendment No. 6)*

(Name of Issuer)

(Title of Class of Securities)

 

29363K105

(CUSIP Number)

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this
Statement)

If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.

^*The remainder of this
cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).

CUSIP No. 69363K105

	1.	Names of Reporting Persons. Discovery Equity Partners, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	o
		(b)	o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Illinois

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power None.
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power None.
	10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 0.0%
	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 69363K105

	1.	Names of Reporting Persons. Discovery Group I, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	o
		(b)	o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power None.
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power None.
	10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 0.0%
	14.	Type of Reporting Person (See Instructions) IA

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.

Discovery
Group is the investment manager of Discovery Equity Partners.   Discovery Group exercises ultimate voting and dispositive
power of the securities held by Discovery Equity Partners. As a consequence, Discovery Group may be deemed to share beneficial
ownership of all of the shares of Common Stock owned by Discovery Equity Partners. Voting and disposition decisions at Discovery
Group with respect to the investment of such securities are made by a five-person investment committee (the “Committee”)
which makes such investment decisions by majority vote. No member of the Committee may act individually to vote or sell shares
of Common Stock held by Discovery Equity Partners, nor does any such member have a veto right concerning the vote or sale of any
such common stock. Accordingly, no individual member of the Committee is deemed to beneficially own, and each individual member
of the Committee expressly disclaims beneficial ownership of, within the meaning of Rule 13d-3, any shares of Common Stock held
by Discovery Equity Partners solely by virtue of the fact that he or she is a member of the Committee.

The transactions in Common Stock
effected by the Reporting Persons since those reported in the Schedule 13D filed by the Reporting Persons on November 15, 2017
are set out in Exhibit 1 hereto.

The Reporting Persons ceased to
be beneficial owners of more than five percent of the Common Stock on December 7, 2017.

No person other than Discovery
Equity Partners is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Schedule 13D is hereby
amended to read in its entirety as follows:

There
are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons
and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery
Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons
with respect to the Schedule 13D that was included as an exhibit thereto, the Joint Filing Agreement of the Reporting Persons with
respect to this Amendment No. 6 included as Exhibit 2 to this Amendment No. 6, and the Power of Attorney granted by
Michael R. Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Power of Attorney
is included as Exhibit 3 to this Amendment No. 6.

Item 7.

Material to Be Filed as Exhibits

 

Exhibit 1:            List
of transactions effected by the Reporting Persons in the Company’s Common Stock since those reported in the Schedule 13D
filed by the Reporting Persons on November 15, 2017.

Exhibit 2:            Joint
Filing Agreement dated as of December 8, 2017, by and between Discovery
Equity Partners and Discovery Group.

 

Exhibit 3:            Power
of Attorney of Michael R. Murphy, dated as of April 28, 2008.

Signature

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.

	December 8, 2017
	Date
	DISCOVERY EQUITY PARTNERS, L.P.
	By: Michael R. Murphy*
	Signature
	Michael R. Murphy, Manager
	Name/Title
	DISCOVERY GROUP I, LLC
	By: Michael R. Murphy *
	Signature
	Michael R. Murphy, Manager
	Name/Title
	*By: /s/ Mark Buckley
	Mark Buckley Attorney-in-Fact for Michael R. Murphy

Exhibit Index

Exhibit 1		List of transactions effected by the Reporting Persons in the Company’s Common Stock since those reported in the Schedule 13D filed by the Reporting Persons on November 15, 2017.
Exhibit 2		Joint Filing Agreement dated as of December 8, 2017, by and between Discovery Equity Partners and Discovery Group.
Exhibit 3		Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.