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

Item 1.

Security and Issuer

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) 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. 2 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 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. 2, 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. 2.

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:

The total purchase price for the 1,857,794
shares of Common Stock beneficially owned by the Reporting Persons as of March 27, 2017 was approximately $27,969,015. The source
of such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained
in the ordinary course of business by Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity
Partners is the legal owner of all of the Common Stock beneficially owned by Discovery Group.

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

Published on March 30, 2017 at 2:23 pm by Insider Monkey Staff in Hedge Funds

Page 4 of 8 – SEC Filing

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