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NAME OF REPORTING PERSON

  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

  Essex Woodlands Health Ventures VIII, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

Accession Number:: 0001193125-18-047425
Form Type:: 13G Filing
Publication Date:: 2018-02-15 17:25:03

Filed By:: Essex Woodlands Health Ventures Viii, L.l.c.
Company:: Entellus Medical Inc (NASDAQ:ENTL)
Filing Date:: 2018-02-15
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Essex Woodlands Health Ventures VIII	3,231,656	0	3,231,656	0	3,231,656	12.6%
Essex Woodlands Health Ventures VIII	3,231,656	0	3,231,656	0	3,231,656	12.6%
Essex Woodlands Health Ventures Fund VIII	2,928,689	0	2,928,689	0	2,928,689	11.41%
Essex Woodlands Health Ventures Fund VIII-A	211,159	0	211,159	0	211,159	0.82%
Essex Woodlands Health Ventures Fund VIII-B	91,808	0	91,808	0	91,808	0.36%
Martin P. Sutter	0	3,231,656	0	3,231,656	3,231,656	12.6%
Jeff Himawan	0	3,231,656	0	3,231,656	3,231,656	12.6%
Ronald W. Eastman	0	3,231,656	0	3,231,656	3,231,656	12.6%
Guido J. Neels	0	3,231,656	0	3,231,656	3,271,656	12.75%
Petri Vainio	0	3,231,656	0	3,231,656	3,231,656	12.6%
Steve Wiggins	0	3,231,656	0	3,231,656	3,231,656	12.6%
Immanuel Thangaraj		3,231,656		3,231,656	3,231,656	12.6%

Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

ENTELLUS MEDICAL, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

29363K 105

(CUSIP Number)

Martin P. Sutter

Essex Woodlands Health Ventures VIII, LLC

21 Waterway Avenue, Suite 225

The Woodlands, Texas 77380

(281) 364-1555

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2017

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

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

The information required in 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).

SCHEDULE 13G


CUSIP No. 29363K 105				Page 2 of 21 Pages

(1)	Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund VIII-A, L.P. and 91,808 shares held by Essex Woodlands Health Ventures Fund VIII-B, L.P.


CUSIP No. 29363K 105				Page 3 of 21 Pages

(1)	Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund VIII-A, L.P. and 91,808 shares held by Essex Woodlands Health Ventures Fund VIII-B, L.P.


CUSIP No. 29363K 105				Page 4 of 21 Pages


CUSIP No. 29363K 105				Page 5 of 21 Pages


CUSIP No. 29363K 105				Page 6 of 21 Pages


CUSIP No. 29363K 105				Page 7 of 21 Pages

(1)	Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund VIII-A, L.P. and 91,808 shares held by Essex Woodlands Health Ventures Fund VIII-B, L.P.


CUSIP No. 29363K 105				Page 8 of 21 Pages

(1)	Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund VIII-A, L.P. and 91,808 shares held by Essex Woodlands Health Ventures Fund VIII-B, L.P.


CUSIP No. 29363K 105				Page 9 of 21 Pages

(1)	Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund VIII-A, L.P. and 91,808 shares held by Essex Woodlands Health Ventures Fund VIII-B, L.P.


CUSIP No. 29363K 105				Page 10 of 21 Pages

(1)	Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund VIII-A, L.P. and 91,808 shares held by Essex Woodlands Health Ventures Fund VIII-B, L.P.


CUSIP No. 29363K 105				Page 11 of 21 Pages

(1)	Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund VIII-A, L.P. and 91,808 shares held by Essex Woodlands Health Ventures Fund VIII-B, L.P.


CUSIP No. 29363K 105				Page 12 of 21 Pages

(1)	Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund VIII-A, L.P. and 91,808 shares held by Essex Woodlands Health Ventures Fund VIII-B, L.P.


CUSIP No. 29363K 105				Page 13 of 21 Pages

(1)	Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund VIII-A, L.P. and 91,808 shares held by Essex Woodlands Health Ventures Fund VIII-B, L.P.

ORIGINAL REPORT ON SCHEDULE 13G

Item 1.

(a)

Name of Issuer: Entellus Medical, Inc.

(b)

Address of Issuers Principal Executive Offices:

3600 Holly Lane North, Suite 40

Plymouth, Minnesota 55447

Item 2.

(a) Name of Person Filing: This Schedule 13G is being filed jointly by Essex Woodlands Health Ventures Fund VIII, L.P., a Delaware limited partnership (Essex VIII), Essex Woodlands Health Ventures Fund VIII-A, L.P., a Delaware limited partnership (Essex VIII-A), Essex Woodlands Health Ventures Fund VIII-B, L.P., a Delaware limited partnership (Essex VIII-B, and together with Essex VIII and Essex VIII-A, the Essex VIII Funds), Essex Woodlands Health Ventures VIII, L.P., a Delaware limited partnership, the general partner of the Essex VIII Funds (the Essex VIII Funds GP), Essex Woodlands Health Ventures VIII, LLC, a Delaware limited liability company, the general partner of the Essex VIII Funds GP (the Essex VIII General Partner), Martin P. Sutter, an individual, Jeff Himawan, an individual, Ronald W. Eastman, an individual, Guido J. Neels, an individual, Petri Vainio, an individual, Steve Wiggins, an individual, and Immanuel Thangaraj, an individual (each a Manager, collectively, the Managers, and together with the Essex VIII Funds, Essex VIII Funds GP and the Essex VIII General Partner, the Reporting Persons).

(b) Address of Principal Business Office: The address of the principal business of each of the Reporting Persons is 21 Waterway Avenue, Suite 225, The Woodlands, Texas 77380.

(c) Citizenship: The Essex VIII Funds and Essex VIII Funds GP are each Delaware limited partnerships. The Essex VIII General Partner is a Delaware limited liability company. Each Manager is an individual who is a citizen of the United States.

(d) Title and Class of Securities: Common Stock

(e) CUSIP Number: 29363K 105

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a 8).

(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);


(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with § 240.13d- 1(b)(1)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a 3);

(j)	☐	Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

(a)

Amount Beneficially Owned:

For Essex VIII, 2,928,689 shares of Common Stock.

For Essex VIII-A, 211,159 shares of Common Stock.

For Essex VIII-B, 91,808 shares of Common Stock.

For each of Essex VIII Funds GP and Essex VIII General Partner, 3,231,656 shares of Common Stock.

For each of the Managers: Martin P. Sutter, Jeff Himawan, Ronald W. Eastman, Petri Vaino,

Steve Wiggins, and Immanuel Thangaraj, 3,231,656 shares of Common Stock.

For the Manager: Guido Neels, 3,271,656 shares of Common Stock.

(b)

Percent of Class:

The following percentages are calculated based on 25,647,935 shares of Common Stock outstanding on January 2, 2018, as set forth in the Issuers Schedule 14A filed with the Securities and Exchange Commission on January 8, 2018.

For Essex VIII, 11.41%.

For Essex VIII-A, 0.82%.

For Essex VIII-B, 0.36%.

For each of Essex VIII Funds GP and Essex VIII General Partner, 12.60%.

For each of the Managers: Martin P. Sutter, Jeff Himawan, Ronald W. Eastman, Petri Vaino,

Steve Wiggins, and Immanuel Thangaraj, 12.60%.

For the Manager: Guido Neels, 12.75%

(c)

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

For Essex VIII, 2,928,689 shares of Common Stock.

For Essex VIII-A, 211,159 shares of Common Stock.

For Essex VIII-B, 91,808 shares of Common Stock.

For each of Essex VIII Funds GP and Essex VIII General Partner, 3,231,656 shares of Common Stock.

For the Manager: Guido Neels, 40,000 shares of Common Stock

(ii) Shared power to vote or to direct the vote:

For each of the Managers: Martin P. Sutter, Jeff Himawan, Ronald W. Eastman, Petri Vaino,

Steve Wiggins, and Immanuel Thangaraj, 3,231,656 shares of Common Stock.

For the Manager: Guido Neels, 3,271,656 shares of Common Stock

(iii) Sole power to dispose or to direct the disposition of:

For Essex VIII, 2,928,689 shares of Common Stock.

For Essex VIII-A, 211,159 shares of Common Stock.

For Essex VIII-B, 91,808 shares of Common Stock.

For each of Essex VIII Funds GP and Essex VIII General Partner, 3,231,656 shares of Common Stock.

For the Manager: Guido Neels, 40,000 shares of Common Stock

(iv) Shared power to dispose or to direct the disposition of:

For each of the Managers: Martin P. Sutter, Jeff Himawan, Ronald W. Eastman, Petri Vaino,

Steve Wiggins, and Immanuel Thangaraj, 3,231,656 shares of Common Stock.

For the Manager: Guido Neels, 3,271,656 shares of Common Stock

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

Item 8. Identification and Classification of Members of the Group.

N/A

Item 9. Notice of Dissolution of Group.

N/A

Item 10. Certifications.

N/A

SIGNATURES

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

Date: February 15, 2018


ESSEX WOODLANDS HEALTH VENTURES VIII, LLC By: /s/ Martin P. Sutter Name: Martin P. Sutter Title: Managing Director				INDIVIDUALS: /s/ Martin P. Sutter Name: Martin P. Sutter

ESSEX WOODLANDS HEALTH VENTURES VIII, L.P. By: Essex Woodlands Health Ventures VIII, LLC, Its General Partner By: /s/ Martin P. Sutter Name: Martin P. Sutter Title: Managing Director				/s/ Jeff Himawan Name: Jeff Himawan /s/ Ronald W. Eastman Name: Ronald W. Eastman

ESSEX WOODLANDS HEALTH VENTURES FUND VIII, L.P. By: Essex Woodlands Health Ventures VIII, L.P., Its General Partner By: Essex Woodlands Health Ventures VIII, LLC, Its General Partner By: /s/ Martin P. Sutter Name: Martin P. Sutter Title: Managing Director				/s/ Guido J. Neels Name: Guido Neels /s/ Petri Vainio Name: Petri Vainio /s/ Steve Wiggins Name: Steve Wiggins

ESSEX WOODLANDS HEALTH VENTURES FUND VIII-A, L.P. By: Essex Woodlands Health Ventures VIII, L.P., Its General Partner By: Essex Woodlands Health Ventures VIII, LLC, Its General Partner By: /s/ Martin P. Sutter Name: Martin P. Sutter Title: Managing Director				/s/ Immanuel Thangaraj Name: Immanuel Thangaraj