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Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Discovery Equity Partners | 1,857,794 | 1,857,794 | 1,857,794 | 8.5% | ||
Discovery Group I | 1,857,794 | 1,857,794 | 1,857,794 | 8.5% |
Page 1 of 8 – SEC Filing
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. 2)*
Entellus Medical, Inc. |
(Name of Issuer) |
Common Stock, par value $0.001 per share |
(Title of Class of Securities) |
29363K105 |
(CUSIP Number) |
Discovery Group I, LLC |
300 South Wacker Drive |
Suite 600 |
Chicago, Illinois 60606 |
Telephone Number: (312) 265-9600 |
(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
March 27, 2017 |
(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. ¨
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).
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Page 2 of 8 – SEC Filing
CUSIP No. 29363K105 | |||
1. | Names of Reporting Persons. Discovery Equity Partners, L.P. | ||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) | ¨ | ||
(b) | ¨ | ||
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) ¨ | ||
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 1,857,794 | |
9. | Sole Dispositive Power None. | |
10. | Shared Dispositive Power 1,857,794 | |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,857,794 | |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
13. | Percent of Class Represented by Amount in Row (11) 8.5% | |
14. | Type of Reporting Person (See Instructions) PN |
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Page 3 of 8 – SEC Filing
CUSIP No. 29363K105 | |||
1. | Names of Reporting Persons. Discovery Group I, LLC | ||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) | ¨ | ||
(b) | ¨ | ||
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) ¨ | ||
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 1,857,794 | |
9. | Sole Dispositive Power None. | |
10. | Shared Dispositive Power 1,857,794 | |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,857,794 | |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
13. | Percent of Class Represented by Amount in Row (11) 8.5% | |
14. | Type of Reporting Person (See Instructions) IA |
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Page 4 of 8 – SEC Filing
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 The total purchase price for the 1,857,794 |
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Page 5 of 8 – SEC Filing
Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended The information concerning percentages Discovery Equity Partners beneficially Discovery Group beneficially owns 1,857,794 Discovery The transactions in Common Stock effected No person other than Discovery | |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended There |
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Page 6 of 8 – SEC Filing
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 March 14, 2017. | |
Exhibit 2: Joint Filing Agreement dated as of March 28, 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. |
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Page 7 of 8 – SEC Filing
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.
March 28, 2017 | |
Date | |
DISCOVERY EQUITY PARTNERS, L.P. By: Michael | |
Signature | |
Michael R. Murphy, Manager | |
Name/Title | |
DISCOVERY GROUP I, LLC By: Michael | |
Signature | |
Michael R. Murphy, Manager | |
Name/Title | |
*By: /s/ Mark Buckley | |
Mark Buckley Attorney-in-Fact for Michael |
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Page 8 of 8 – SEC Filing
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 March 14, 2017. | |
Exhibit 2 | Joint Filing Agreement dated as of March 28, 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. |