Statement of Ownership (sc 13g)
February 01 2019 - 5:30PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Entellus Medical, Inc.
(Name of Issuer)
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Common Stock, par value $0.001 per share
(Title of Class of Securities)
29363K 105
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
_____________________________
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b)
¨
Rule 13d-1(c)
X
Rule 13d-1(d)
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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 the 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 (“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
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CUSIP No. 29363K 105
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Page 2 of 7 Pages
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(1)
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Names of reporting persons
Medtronic plc
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(2)
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Check the appropriate box if a member of a group (see instructions)
(a)
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(b)
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(3)
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SEC use only
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(4)
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Citizenship or place of organization
Ireland
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(5)
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Sole voting power
0
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(6)
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Shared voting power
0
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(7)
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Sole dispositive power
0
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(8)
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Shared dispositive power
0
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(9)
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Aggregate amount beneficially owned by each reporting person
0
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(10)
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Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
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(11)
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Percent of class represented by amount in Row (9)
0%
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(12)
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Type of reporting person (see instructions)
OO
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SCHEDULE 13G
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CUSIP No. 29363K 105
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Page 3 of 7 Pages
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(1)
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Names of reporting persons
Covidien Group S.a.r.l.
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(2)
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Check the appropriate box if a member of a group (see instructions)
(a)
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(b)
¨
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(3)
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SEC use only
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(4)
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Citizenship or place of organization
Luxembourg
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(5)
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Sole voting power
0
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(6)
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Shared voting power
0
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(7)
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Sole dispositive power
0
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(8)
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Shared dispositive power
0
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(9)
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Aggregate amount beneficially owned by each reporting person
0
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(10)
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Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
¨
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(11)
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Percent of class represented by amount in Row (9)
0%
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(12)
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Type of reporting person (see instructions)
OO
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Item 1(a)
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Name of Issuer:
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Entellus Medical, Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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3600 Holly Lane North, Suite 40
Plymouth, Minnesota 55447
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Item 2(a)
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Name of Persons Filing:
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Medtronic plc
Covidien Group S.a.r.l.
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Item 2(b)
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Address of Principal Business Office or, if None, Residence:
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Medtronic plc: 20 Lower Hatch Street, Dublin 2, Ireland
Covidien Group S.a.r.l.: 3b, Bd. Prince Henri, 4th Floor L-1724 Luxembourg
Medtronic plc: Ireland
Covidien Group S.a.r.l.: Luxembourg
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Item 2(d)
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Title of Class of Securities:
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Common Stock.
29363K 105
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Item 3
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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:
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(a)
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Broker or dealer registered under Section 15 of the Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Act.
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
See Cover Pages, Items 5 through 11.
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Item 5
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Ownership of Five Percent or Less of a Class:
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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
x
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group:
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Not applicable.
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Item 9
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Notice of Dissolution of Group:
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Not applicable.
Not applicable.
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Exhibits
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Joint Filing Agreement, dated February 16, 2016, between Medtronic plc and Covidien Group, S.a.r.l., incorporated by reference to the Exhibit to the Schedule 13G for the Issuer filed by Medtronic plc and Covidien Group, S.a.r.l. on February 16, 2016.
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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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Date:
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February 1, 2019
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Medtronic plc
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/s/ Karen L. Parkhill
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Karen L. Parkhill
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Executive Vice President and
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Chief Financial Officer
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Date:
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February 1, 2019
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Covidien Group S.a.r.l.
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/s/ Erik De Gres
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Erik De Gres
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General Manager
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