Item 1.
Security and Issuer.
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on February 11, 2015 (the “Original Statement”) filed on behalf of Split Rock Partners, LP, a Delaware limited partnership (“SRP”), and Split Rock Partners Management, LLC, a Delaware limited liability company (“SRPM”) (SRP and SRPM, together the “Reporting Persons”) relating to the common stock, par value $0.001 per share (the “Common Stock”), of Entellus Medical, Inc., a Delaware corporation (the “Company”).
Except as set forth below, there are no changes to the information in the Original Statement. All terms used but not defined in this Amendment No. 1 are as defined in the Original Statement. The summary descriptions contained herein of certain agreements and documents are qualified in their entirety by reference to the complete text of such agreements and documents filed as Exhibits hereto or incorporated herein by reference.
Item 3.
Source and Amount of Funds or Other Consideration.
Item 3 of the Original Statement is amended and supplemented by adding the following information to Item 3:
On February 28, 2018, the Company completed its merger with Explorer Merger Sub Corp. (“Merger Sub”), a Delaware corporation and a direct or indirect wholly owned subsidiary of Stryker Corporation, a Michigan corporation (“Stryker”), whereby Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a direct or indirect wholly owned subsidiary of Stryker (the “Merger”). The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of December 7, 2017 (the “Merger Agreement”), by and among Stryker, Merger Sub and the Company.
At the effective time of the Merger (the “Effective Time”), each share of Common Stock (other than (i) shares held directly by the Company as treasury stock or held directly by Stryker or any subsidiary of Stryker (including Merger Sub) immediately prior to the Effective Time and (ii) any dissenting shares), issued and outstanding immediately prior to the Effective Time was converted into the right to receive $24.00 per share of Common Stock in cash, without interest and subject to all applicable withholding taxes. At the Effective Time, SRP held 3,156,732 shares of Common Stock.
Item 4.
Purpose of Transaction.
Item 4 of the Original Statement is amended and supplemented by adding the following information to Item 4:
On February 28, 2018, 3,156,732 shares of Common Stock held by SRP converted into the right to receive $24.00 per share of Common Stock in connection with the Merger.
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Item 5.
Interest in Securities of the Issuer.
Item 5 of the Original Statement is amended and supplemented by adding the following information to Item 5:
(a)
As of February 28, 2018, each of the Reporting Persons beneficially owned zero shares of Common Stock.
(b)
Not applicable.
(c)
Except as otherwise described in this Schedule 13D/A, neither of the Reporting Persons has effected any transactions in the Common Stock or other equity securities of the Company during the last 60 days.
(d)
Not applicable.
(e)
Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Original Statement is amended and supplemented by adding the following information to Item 6:
In connection with the Merger, the registration rights agreement among the Company, SRP and certain other stockholders and the investor rights agreement among the Company, SRP and certain other stockholders terminated.
There are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or among the Reporting Persons and any other person with respect to any securities of the Company.
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