Amended Statement of Beneficial Ownership (sc 13d/a)
March 02 2018 - 2:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ENTELLUS
MEDICAL, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
29363K 105
(CUSIP
Number)
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Denise Marks
SVLSF IV, LLC
One Boston
Place, Suite 3900
201 Washington Street
Boston, MA 02108
(617)
367-8100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 28, 2018
(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 which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 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 Rule
13d-7(b) for other parties to whom copies are to be sent.
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*
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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.
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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 (the “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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1.
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Name of
Reporting Person:
SVLSF IV, LLC
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2.
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Check the Appropriate Box if a Member
of Group (See Instructions):
(a) ☐ (b) ☐
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3.
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SEC Use Only:
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4.
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Source of Funds:
OO
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5.
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
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6.
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Citizenship or Place of
Organization:
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With:
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7.
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Sole Voting Power:
0
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8.
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Shared Voting Power:
0
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9.
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Sole Dispositive Power:
0
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10.
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Shared Dispositive Power:
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares: ☐
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13.
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Percent of Class Represented By Amount
In Row (11):
0%
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14.
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Type of Reporting Person:
OO
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2
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1.
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Name of
Reporting Person:
SV Life Sciences Fund IV (GP), L.P.
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2.
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Check the Appropriate Box if a Member
of Group (See Instructions):
(a) ☐ (b) ☐
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3.
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SEC Use Only:
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4.
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Source of Funds:
OO
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5.
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
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6.
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Citizenship or Place of
Organization:
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With:
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7.
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Sole Voting Power:
0
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8.
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Shared Voting Power:
0
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9.
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Sole Dispositive Power:
0
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10.
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Shared Dispositive Power:
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares: ☐
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13.
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Percent of Class Represented By Amount
In Row (11):
0%
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14.
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Type of Reporting Person:
PN
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3
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1.
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Name of
Reporting Person:
SV Life Sciences Fund IV, L.P.
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2.
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Check the Appropriate Box if a Member
of Group (See Instructions):
(a) ☐ (b) ☐
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3.
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SEC Use Only:
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4.
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Source of Funds:
OO
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5.
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
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6.
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Citizenship or Place of
Organization:
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With:
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7.
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Sole Voting Power:
0
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8.
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Shared Voting Power:
0
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9.
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Sole Dispositive Power:
0
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10.
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Shared Dispositive Power:
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares: ☐
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13.
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Percent of Class Represented By Amount
In Row (11):
0%
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14.
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Type of Reporting Person:
PN
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4
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1.
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Name of
reporting person:
SV Life Sciences Fund IV Strategic Partners, L.P.
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2.
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Check the appropriate box if a member
of group (see instructions):
(a) ☐ (b) ☐
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3.
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SEC use only:
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4.
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Source of funds:
OO
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5.
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Check if disclosure of legal
proceedings is required pursuant to
Items
2(d)
or
2(e):
☐
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6.
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Citizenship or place of
organization:
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power:
0
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8.
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Shared voting power:
0
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9.
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Sole dispositive power:
0
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10.
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Shared dispositive power:
0
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11.
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Aggregate amount beneficially owned by each reporting person:
0
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares: ☐
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13.
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Percent of class represented by amount
in Row (11):
0%
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14.
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Type of reporting person:
PN
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5
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1.
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Name of
Reporting Person:
ILSF III, LLC
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2.
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Check the Appropriate Box if a Member
of Group (See Instructions):
(a) ☐ (b) ☐
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3.
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SEC Use Only:
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4.
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Source of Funds:
OO
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5.
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
|
|
6.
|
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Citizenship or Place of
Organization:
Delaware
|
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With:
|
|
7.
|
|
Sole Voting Power:
0
|
|
|
8.
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Shared Voting Power:
0
|
|
|
9.
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Sole Dispositive Power:
0
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10.
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Shared Dispositive Power:
0
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|
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0
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|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares: ☐
|
|
13.
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Percent of Class Represented By Amount
In Row (11):
0%
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14.
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Type of Reporting Person:
OO
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6
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1.
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Name of
Reporting Person:
International Life Sciences Fund III (GP), L.P.
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2.
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Check the Appropriate Box if a Member
of Group (See Instructions):
(a) ☐ (b) ☐
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|
3.
|
|
SEC Use Only:
|
|
4.
|
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Source of Funds:
OO
|
|
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:
0
|
|
|
8.
|
|
Shared Voting Power:
0
|
|
|
9.
|
|
Sole Dispositive Power:
0
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|
10.
|
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Shared Dispositive Power:
0
|
|
11.
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|
Aggregate Amount Beneficially Owned by Each Reporting Person:
0
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares: ☐
|
|
13.
|
|
Percent of Class Represented By Amount
In Row (11):
0%
|
|
14.
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Type of Reporting Person:
PN
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7
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1.
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Name of
Reporting Person:
International Life Sciences Fund III (LP1), L.P.
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2.
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Check the Appropriate Box if a Member
of Group (See Instructions):
(a) ☐ (b) ☐
|
|
3.
|
|
SEC Use Only:
|
|
4.
|
|
Source of Funds:
OO
|
|
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:
0
|
|
|
8.
|
|
Shared Voting Power:
0
|
|
|
9.
|
|
Sole Dispositive Power:
0
|
|
|
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: ☐
|
|
13.
|
|
Percent of Class Represented By Amount
In Row (11):
0%
|
|
14.
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Type of Reporting Person:
PN
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8
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1.
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Name of
reporting person:
International Life Sciences Fund III Co-Investment,
L.P.
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2.
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Check the appropriate box if a member
of group (see instructions):
(a) ☐ (b) ☐
|
|
3.
|
|
SEC use only:
|
|
4.
|
|
Source of funds:
OO
|
|
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:
0
|
|
|
8.
|
|
Shared voting power:
0
|
|
|
9.
|
|
Sole dispositive power:
0
|
|
|
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: ☐
|
|
13.
|
|
Percent of class represented by amount
in Row (11):
0%
|
|
14.
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Type of reporting person:
PN
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9
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1.
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Name of
reporting person:
International Life Sciences Fund III Strategic Partners,
L.P.
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|
2.
|
|
Check the appropriate box if a member
of group (see instructions):
(a) ☐ (b) ☐
|
|
3.
|
|
SEC use only:
|
|
4.
|
|
Source of funds:
OO
|
|
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:
0
|
|
|
8.
|
|
Shared voting power:
0
|
|
|
9.
|
|
Sole dispositive power:
0
|
|
|
10.
|
|
Shared dispositive power:
0
|
|
11.
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|
Aggregate amount beneficially owned by each reporting person:
0
|
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares: ☐
|
|
13.
|
|
Percent of class represented by amount
in Row (11):
0%
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|
14.
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Type of reporting person:
PN
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10
This Amendment No. 3 to Schedule 13D (“
Amendment No. 3
”) amends the Schedule 13D
originally filed with the Securities and Exchange Commission (the “
Commission
”) on February 13, 2015 and amended by Amendment No. 1 filed with the Commission on January 31, 2017 and Amendment No. 2 filed with the Commission on
December 11, 2017 (as amended, the “
Original Schedule
”), to report the completion of the Merger described in Item 4 below. Except as specifically amended by this Amendment No. 3, each Item of the Original Schedule remains
unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule.
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Item 1.
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Security and Issuer
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This Amendment No. 3 relates to the shares of common stock, par value $0.001
per share (the “
Common Stock
”), of Entellus Medical, Inc., a Delaware corporation (the “
Issuer
”). The Issuer’s principal executive office is located at 3600 Holly Lane North, Suite 40, Plymouth, Minnesota
55447.
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Item 4.
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Purpose of Transaction
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Item 4 of the Original Schedule is hereby amended to add the following:
On February 26, 2018, the Agreement and Plan of Merger (the “
Merger Agreement
”) by and among the Issuer, Stryker Corporation, a Michigan
corporation (“
Stryker
”), and Explorer Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Stryker (“
Merger Sub
”) was approved, and on February 28, 2018 the Merger Sub merged with and into
the Issuer (the “
Merger
”), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Stryker. Pursuant to the terms of the Merger Agreement,
and as a result of the Merger, each share of common
stock of the Issuer issued and outstanding (other than shares held by the Issuer, Stryker, any subsidiary of Stryker or a stockholder who properly exercises and perfects appraisal of his, her or its shares under Delaware law) were converted into the
right to receive $24.00 in cash, without interest (the “
Merger Consideration
”). Upon effectiveness of the Merger the Voting Agreement terminated by its terms.
The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to the
form
8-K
filed by the Issuer on February 26, 2018, disclosing the foregoing.
11
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Item 5.
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Interest in Securities of the Issuer -
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Item 5 of the Original Schedule is hereby amended and
restated in its entirety as set forth below.
a. Each of the Reporting Persons beneficially owns 0 shares of Common Stock, constituting 0% of Common Stock
outstanding.
b. None of the Reporting Persons have any voting or dispositive power with respect to any shares of Common Stock.
c. Item 4 of the Original Schedule (as amended hereby) is incorporated herein by reference.
d. Not applicable.
e. The Reporting Persons ceased to be the
beneficial owner of more than five percent of Common Stock on February 28, 2018.
12
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.
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Dated: March 2, 2018
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SVLSF IV, LLC By: /s/ Denise Marks, Member
Signature of Reporting Person
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Dated: March 2, 2018
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ILSF III, LLC; By: /s/ Denise Marks, Member
Signature of Reporting Person
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Dated: March 2, 2018
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International Life Sciences Fund III (GP), L.P.; By: ILSF III, LLC, its General Partner; By: /s/ Denise
Marks, Member
Signature of Reporting Person
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Dated: March 2, 2018
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International Life Sciences Fund III (LP1), L.P.; By: International Life Sciences Fund III (GP), L.P., its General Partner; By: ILSF III,
LLC, its General Partner;
By: /s/ Denise Marks, Member
Signature of Reporting Person
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Dated: March 2, 2018
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International Life Sciences Fund III Co-Investment, L.P.; By: International Life Sciences Fund III (GP), L.P., its General Partner; By: ILSF
III, LLC, its General Partner;
By: /s/ Denise Marks, Member
Signature of Reporting Person
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Dated: March 2, 2018
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International Life Sciences Fund III Strategic Partners, L.P.; By: International Life Sciences Fund III (GP), L.P., its General Partner; By:
ILSF III, LLC, its General Partner;
By: /s/ Denise Marks, Member
Signature of Reporting Person
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Dated: March 2, 2018
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SV Life Sciences Fund IV (GP), L.P.; By: SVLSF IV LLC, its General Partner; By: /s/ Denise Marks, Member
Signature of Reporting Person
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Dated: March 2, 2018
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SV Life Sciences Fund IV Strategic Partners, L.P.; By: SV Life Sciences Fund IV (GP), L.P., its General
Partner; By: SVLSF IV, LLC, its General Partner; By: /s/ Denise Marks, Member
Signature of Reporting Person
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Dated: March 2, 2018
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SV Life Sciences Fund IV, L.P.; By: SV Life Sciences Fund IV (GP), L.P., its General Partner; By: SVLSF IV,
LLC, its General Partner; By: /s/ Denise Marks, Member
Signature of Reporting Person
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Signature Page to Schedule 13D/A
Schedule A
Information regarding the members of the investment committees of SVLSF IV, LLC and ILSF III, LLC.
SVLSF IV, LLC
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Name, Title
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Address
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Principal
Occupation
|
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Citizenship
|
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James Garvey
|
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c/o SV Health Investors,
One Boston
Place,
201 Washington
Street, Suite 3900, Boston,
MA 02108
|
|
Chairman Emeritus;
International life
sciences venture
capital investments
|
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USA
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Kate Bingham
|
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c/o SV Health Investors,
71 Kingsway,
London
WC2B 6ST
United Kingdom
|
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Managing Partner;
International life
sciences venture
capital investments
|
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United
Kingdom
|
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Eugene D. Hill, III
|
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c/o SV Health Investors,
One Boston
Place,
201 Washington
Street, Suite 3900, Boston,
MA 02108
|
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Managing Partner;
International life
sciences venture
capital investments
|
|
USA
|
|
|
|
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Michael Ross
|
|
c/o SV Health Investors,
One Boston
Place,
201 Washington
Street, Suite 3900, Boston,
MA 02108
|
|
Managing Partner;
International life
sciences venture
capital investments
|
|
USA
|
ILSF III, LLC
|
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|
|
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Name, Title
|
|
Address
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|
Principal
Occupation
|
|
Citizenship
|
|
James Garvey
|
|
c/o SV Health Investors,
One Boston
Place,
201 Washington
Street, Suite 3900, Boston,
MA 02108
|
|
Chairman Emeritus;
International life
sciences venture
capital investments
|
|
USA
|
|
|
|
|
|
|
Kate Bingham
|
|
c/o SV Health Investors,
71 Kingsway,
London
WC2B 6ST
United Kingdom
|
|
Managing Partner;
International life
sciences venture
capital investments
|
|
United
Kingdom
|
|
|
|
|
|
|
Eugene D. Hill, III
|
|
c/o SV Health Investors,
One Boston
Place,
201 Washington
Street, Suite 3900, Boston,
MA 02108
|
|
Managing Partner;
International life
sciences venture
capital investments
|
|
USA
|
|
|
|
|
|
|
Michael Ross
|
|
c/o SV Health Investors,
One Boston
Place,
201 Washington
Street, Suite 3900, Boston,
MA 02108
|
|
Managing Partner;
International life
sciences venture
capital investments
|
|
USA
|
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