ENTL / Entellus Medical, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Энтеллус Медикал, Инк.
US ˙ NASDAQ
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
CIK 1374128
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Entellus Medical, Inc.
SEC Filings (Chronological Order)
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February 1, 2019 SC 13G

ENTL / Entellus Medical, Inc. / Medtronic plc - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Entellus Medical, Inc. (Name of Issuer) 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

March 12, 2018 15-12B

ENTL / Entellus Medical, Inc. 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-36814 ENTELLUS MEDICAL, INC. (Exact name of registrant as specif

March 8, 2018 SC 13D/A

ENTL / Entellus Medical, Inc. / Stryker Corp - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ENTELLUS MEDICAL, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 29363K105 (CUSIP Number) Stryker Corporation 2825 Airview Boulevard Kalamazoo, MI 49002 Attn: General Counsel (269) 385-2600 (Name, Address and Telephone Nu

March 7, 2018 SC 13D/A

ENTL / Entellus Medical, Inc. / Split Rock Partners, LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ENTELLUS MEDICAL, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 29363K 105 (CUSIP Number) Stacy M. Campbell-Kraft Split Rock Partners, LP 16526 West 78th St., Suite 504 Eden Prairie, MN 55346 (952) 995-7492

March 2, 2018 SC 13D/A

ENTL / Entellus Medical, Inc. / SVLSF IV, LLC - SC 13D/A Activist Investment

SC 13D/A 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) Denise Marks SVLSF IV, LLC One Boston Place, Suite 3900 201 Washington Street Boston, MA 02108 (617) 367-81

February 28, 2018 S-8 POS

ENTL / Entellus Medical, Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on February 28, 2018 Registration No.

February 28, 2018 S-8 POS

ENTL / Entellus Medical, Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on February 28, 2018 Registration No.

February 28, 2018 S-8 POS

ENTL / Entellus Medical, Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on February 28, 2018 Registration No.

February 28, 2018 POS AM

ENTL / Entellus Medical, Inc. POS AM

As filed with the Securities and Exchange Commission on February 28, 2018 Registration No.

February 28, 2018 POS AM

ENTL / Entellus Medical, Inc. POS AM

POS AM As filed with the Securities and Exchange Commission on February 28, 2018 Registration No.

February 28, 2018 EX-3.1

Amended and Restated Certificate of Incorporation of Entellus (filed herewith)

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ENTELLUS MEDICAL, INC. FIRST: The name of the Corporation is Entellus Medical, Inc. (the ?Corporation?). SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at that address is The Corpo

February 28, 2018 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 d539601d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2018 ENTELLUS MEDICAL, INC. (Exact name of Registrant as specified in its charter) Delaware 001-36814 20-4627978 (State of Incorporation) (Commis

February 28, 2018 EX-3.2

Amended and Restated Bylaws of Entellus (filed herewith)

EX-3.2 3 d539601dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF ENTELLUS MEDICAL, INC., a Delaware Corporation Effective February 28, 2018 TABLE OF CONTENTS ARTICLE I OFFICES Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 2 Section 2.4 Notice 2 Se

February 28, 2018 SC 13D

ENTL / Entellus Medical, Inc. / Stryker Corp - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ENTELLUS MEDICAL, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 29363K105 (CUSIP Number) Stryker Corporation 2825 Airview Boulevard Kalamazoo, MI 49002 Attn: General Counsel (269) 385-2600 (Name, Address and Telephone Nu

February 26, 2018 8-K

Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2018 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20?4627978 (State or other jurisdiction of incorporation) (

February 15, 2018 SC 13G/A

ENTL / Entellus Medical, Inc. / Essex Woodlands Health Ventures VIII, L.L.C. - SC 13G/A Passive Investment

SC 13G/A 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,

February 15, 2018 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d504155dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT Each of the undersigned agrees that (i) the statement on Schedule 13G relating to the Common Stock of Entellus Medical, Inc., has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13G/A will, unless written notice to the contrary is delivered as described below, be jointly

January 24, 2018 DEFM14A

ENTL / Entellus Medical, Inc. DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 8, 2018 PREM14A

ENTL / Entellus Medical, Inc. PREM14A

PREM14A 1 d515584dprem14a.htm PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Sta

January 4, 2018 8-K

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2018 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commiss

January 4, 2018 DEFA14A

ENTL / Entellus Medical, Inc. 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2018 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commiss

December 29, 2017 SC 13D

ENTL / Entellus Medical, Inc. / Sand Grove Capital Management LLP - ENTELLUS MED INC SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ENTELLUS MED INC (Name of Issuer) Common Stock (Title of Class of Securities) 29363K105 (CUSIP Number) Jonathan Groom 4th floor, 35 Dover Street London W1S 4NQ +44 (0) 203 770 8613 (Name, Address and Telephone Number of Person Authorized to Receive Notice

December 18, 2017 EX-99

EX-99

Exhibit 99: Stryker may be deemed to have beneficial ownership of an aggregate of 9,753,548 shares of Common Stock, $0.

December 18, 2017 SC 13D

ENTL / Entellus Medical, Inc. / Stryker Corp - SC 13D Activist Investment

SC 13D 1 sykschedule13d121817.htm SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ENTELLUS MEDICAL, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 29363K105 (CUSIP Number) Stryker Corporation 2825 Airview Boulevard Kalamazoo, MI 49002 Attn: General Counsel (269)

December 11, 2017 SC 13D/A

ENTL / Entellus Medical, Inc. / KKR Fund Holdings L.P. - SC 13D/A (Activist Investment)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ENTELLUS MEDICAL, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 29363K105 (CUSIP Number) David J. Sorkin, Esq. Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, New York 10019 Tele

December 11, 2017 DEFA14A

ENTL / Entellus Medical, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission

December 11, 2017 EX-99.8

FORM OF VOTING AGREEMENT

EX-99.8 2 d492403dex998.htm EX-99.8 Exhibit 99.8 FORM OF VOTING AGREEMENT This VOTING AGREEMENT, dated as of December 7, 2017 (this “Agreement”), is made and entered into by and between Stryker Corporation, a Michigan corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of Entellus Medical, Inc., a Delaware corporation (the “Company”). Parent and Stockholder are referred to indi

December 11, 2017 SC 13D/A

ENTL / Entellus Medical, Inc. / SVLSF IV, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D 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) 29363K 105 (CUSIP Number) Denise Marks SVLSF IV, LLC One Boston Place, Suite 3900 201 Washington Street Boston, MA 02108 (617) 367-81

December 8, 2017 EX-3

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

December 8, 2017 SC 13D/A

ENTL / Entellus Medical, Inc. / Discovery Group I, LLC - SCHEDULE 13D (AMENDMENT NO. 6) Activist Investment

SC 13D/A 1 tv481071sc13da.htm SCHEDULE 13D (AMENDMENT NO. 6) 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. 6)* Entellus Medical, Inc. (Name of Issuer) Common S

December 8, 2017 EX-1

TRANSACTIONS SINCE THOSE REPORTED IN THE SCHEDULE 13D FILED BY THE REPORTING PERSONS ON NOVEMBER 15, 2017

EXHIBIT 1 TRANSACTIONS SINCE THOSE REPORTED IN THE SCHEDULE 13D FILED BY THE REPORTING PERSONS ON NOVEMBER 15, 2017 The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company since those reported in the Schedule 13D filed by the Reporting Persons on November 15, 2017.

December 8, 2017 EX-2

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Amendment No.

December 7, 2017 DEFA14A

ENTL / Entellus Medical, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission

December 7, 2017 DEFA14A

ENTL / Entellus Medical, Inc. DEFA14A

DEFA14A 1 d452623ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidenti

December 7, 2017 EX-99.2

Entellus Medical Announces Definitive Agreement to be Acquired by Stryker Corporation for a Purchase Price of $24.00 Per Share in Cash

EX-99.2 Exhibit 99.2 Contact: Lynn Pieper Lewis 415-937-5402 [email protected] Entellus Medical Announces Definitive Agreement to be Acquired by Stryker Corporation for a Purchase Price of $24.00 Per Share in Cash Plymouth, Minnesota ? (December 7, 2017) ? Entellus Medical, Inc. (NASDAQ: ENTL) announced today a definitive merger agreement by which Stryker Corporation (NYSE: SYK) will acquire

December 7, 2017 EX-2.1

Agreement and Plan of Merger, dated as of December 7, 2017, by and among Stryker Corporation, Explorer Merger Sub Corp. and Entellus Medical, Inc. (filed herewith)

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among STRYKER CORPORATION, EXPLORER MERGER SUB CORP. and ENTELLUS MEDICAL, INC., Dated as of December 7, 2017 TABLE OF CONTENTS Article I THE MERGER Section 1.1 The Merger 1 Section 1.2 The Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificate of Incorporation; Bylaws 2 Section 1.5 Board of Directors; Officers 2 Arti

December 7, 2017 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2017 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commis

December 7, 2017 EX-99.1

FORM OF VOTING AGREEMENT

EX-99.1 Exhibit 99.1 FORM OF VOTING AGREEMENT This VOTING AGREEMENT, dated as of December 7, 2017 (this ?Agreement?), is made and entered into by and between Stryker Corporation, a Michigan corporation (?Parent?), and the undersigned stockholder (?Stockholder?) of Entellus Medical, Inc., a Delaware corporation (the ?Company?). Parent and Stockholder are referred to individually as a ?Party? and co

December 7, 2017 EX-99.2

Press Release, dated December 7, 2017 (furnished herewith)

EX-99.2 Exhibit 99.2 Contact: Lynn Pieper Lewis 415-937-5402 [email protected] Entellus Medical Announces Definitive Agreement to be Acquired by Stryker Corporation for a Purchase Price of $24.00 Per Share in Cash Plymouth, Minnesota ? (December 7, 2017) ? Entellus Medical, Inc. (NASDAQ: ENTL) announced today a definitive merger agreement by which Stryker Corporation (NYSE: SYK) will acquire

December 7, 2017 DEFA14A

ENTL / Entellus Medical, Inc. 8-K

DEFA14A 1 d500361d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2017 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction

December 7, 2017 EX-99.1

Form of Voting Agreement, dated as of December 7, 2017, by and between Stryker Corporation and the applicable stockholder of Entellus Medical, Inc. (filed herewith)

EX-99.1 Exhibit 99.1 FORM OF VOTING AGREEMENT This VOTING AGREEMENT, dated as of December 7, 2017 (this ?Agreement?), is made and entered into by and between Stryker Corporation, a Michigan corporation (?Parent?), and the undersigned stockholder (?Stockholder?) of Entellus Medical, Inc., a Delaware corporation (the ?Company?). Parent and Stockholder are referred to individually as a ?Party? and co

December 7, 2017 EX-2.1

Agreement and Plan of Merger, dated as of December 7, 2017, by and among Stryker Corporation, Explorer Merger Sub Corp. and Entellus Medical, Inc. (filed herewith)

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among STRYKER CORPORATION, EXPLORER MERGER SUB CORP. and ENTELLUS MEDICAL, INC., Dated as of December 7, 2017 TABLE OF CONTENTS Article I THE MERGER Section 1.1 The Merger 1 Section 1.2 The Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificate of Incorporation; Bylaws 2 Section 1.5 Board of Directors; Officers 2 Arti

November 15, 2017 EX-2

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Amendment No.

November 15, 2017 EX-1

TRANSACTIONS DURING PAST 60 DAYS

EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the 60-day period preceding this filing.

November 15, 2017 SC 13D/A

ENTL / Entellus Medical, Inc. / Discovery Group I, LLC - SCHEDULE 13D (AMENDMENT NO. 5) Activist Investment

SC 13D/A 1 tv479674sc13da.htm SCHEDULE 13D (AMENDMENT NO. 5) 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. 5)* Entellus Medical, Inc. (Name of Issuer) Common S

November 15, 2017 EX-3

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

November 3, 2017 EX-10.10

Second Amendment to Loan and Security Agreement dated as of September 25, 2017 among Oxford Finance LLC, the Lenders thereto, Entellus Medical, Inc., Entellus Intermediate Sub, Inc. and Spirox, Inc.

Exhibit 10.10 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of September 25, 2017 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its ca

November 3, 2017 10-Q

ENTL / Entellus Medical, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36814 Entellus Medical

November 3, 2017 EX-10.9

Form of Entellus Medical, Inc. 2017 Employee Inducement Incentive Award Plan Stock Option Grant Notice and Stock Option Agreement

Exhibit 10.9 ENTELLUS MEDICAL, INC. 2017 EMPLOYMENT INDUCEMENT Incentive AWARD Plan STOCK OPTION GRANT NOTICE Entellus Medical, Inc., a Delaware corporation (the “Company”), pursuant to its 2017 Employment Inducement Incentive Award Plan (as may be amended from time to time, the “Plan”), hereby grants to the individual listed below (the “Optionee”), a non-qualified stock option to purchase the num

November 1, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2017 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commission

November 1, 2017 EX-99.1

ENTELLUS MEDICAL ANNOUNCES THIRD QUARTER 2017 FINANCIAL RESULTS

EX-99.1 Exhibit 99.1 ENTELLUS MEDICAL ANNOUNCES THIRD QUARTER 2017 FINANCIAL RESULTS PLYMOUTH, MN. (November 1, 2017) ? Entellus Medical, Inc. (NASDAQ: ENTL), a medical technology company focused on delivering less invasive ENT products, today reported its financial results for the quarter ended September 30, 2017. Recent Highlights and Accomplishments ? Revenue of $23.3 million in the third quart

October 4, 2017 424B3

10,226,165 Shares Common Stock

424B3 1 d457939d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) File No.: 333-220620 PROSPECTUS 10,226,165 Shares Common Stock This prospectus relates to the resale, from time to time, of up to an aggregate of 10,226,165 shares of common stock of Entellus Medical, Inc. by the selling stockholders named in this prospectus and any prospectus supplement, including their pledgees, d

October 2, 2017 CORRESP

ENTL / Entellus Medical, Inc. ESP

CORRESP October 2, 2017 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Amanda Ravitz, Assistant Director Tim Buchmiller ? Mail Stop 3030 Re: Entellus Medical, Inc.

September 25, 2017 S-8

Entellus Medical S-8

S-8 As filed with the Securities and Exchange Commission on September 25, 2017 Registration No.

September 25, 2017 S-8

Power of Attorney (included on signature page to this Registration Statement)

S-8 1 d458080ds8.htm S-8 As filed with the Securities and Exchange Commission on September 25, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 20-4627978 (State or other jurisdiction of incorporati

September 25, 2017 EX-99.1

Entellus Medical, Inc. 2017 Employee Inducement Incentive Award Plan

EX-99.1 5 d458080dex991.htm EX-99.1 Exhibit 99.1 ENTELLUS MEDICAL, INC. 2017 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of the Entellus Medical, Inc. 2017 Employment Inducement Incentive Award Plan (the “Plan”) is to promote the success and enhance the value of Entellus Medical, Inc., a Delaware corporation (the “Company”) by linking the individual interests of Eligi

September 25, 2017 S-3

Entellus Medical S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on September 25, 2017 Registration No.

September 25, 2017 EX-99.2

ENTELLUS MEDICAL, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

EX-99.2 Exhibit 99.2 ENTELLUS MEDICAL, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of Entellus Medical, Inc. (?Entellus?) and the historical financial statements of Spirox Inc. (?Spirox?) after giving effect to Entellus?s acquisition of Spirox

September 25, 2017 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d458089d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2017 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdicti

September 25, 2017 EX-99.1

See Notes to Financial Statements - 1 -

EX-99.1 2 d458089dex991.htm EX-99.1 Exhibit 99.1 Spirox, Inc. Balance Sheets June 30, 2017 December 31, 2016 ASSETS Current Assets Cash and cash equivalents $ 20,045,040 $ 15,423,476 Accounts receivable 1,511,652 854,974 Investments 13,981,524 30,867,133 Inventory 339,659 314,995 Prepaid expenses and other current assets 702,499 155,829 Total current assets 36,580,374 47,616,407 Property and Equip

September 25, 2017 EX-99.1

See Notes to Financial Statements - 1 -

EX-99.1 Exhibit 99.1 Spirox, Inc. Balance Sheets March 31, December 31, 2017 2016 ASSETS Current Assets Cash and cash equivalents $ 18,306,288 $ 15,423,476 Accounts receivable 1,032,048 854,974 Investments 17,998,616 30,867,133 Inventory 443,255 314,995 Prepaid expenses and other current assets 850,575 155,829 Total current assets 38,630,782 47,616,407 Property and Equipment, net 731,664 672,969 I

September 25, 2017 EX-99.2

INDEPENDENT AUDITORS’ REPORT

EX-99.2 Exhibit 99.2 Board of Directors Spirox, Inc. Menlo Park, California INDEPENDENT AUDITORS? REPORT We have audited the accompanying financial statements of Spirox, Inc., which comprise the balance sheets as of December 31, 2016 and 2015, and the related statements of operations, comprehensive loss, stockholders? equity and cash flows for the years then ended and the related notes to the fina

September 25, 2017 8-K/A

Financial Statements and Exhibits

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2017 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commi

September 25, 2017 EX-99.3

ENTELLUS MEDICAL, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

EX-99.3 5 d457764dex993.htm EX-99.3 Exhibit 99.3 ENTELLUS MEDICAL, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of Entellus Medical, Inc. (“Entellus”) and the historical financial statements of Spirox Inc. (“Spirox”) after giving effect to Ente

August 22, 2017 EX-3

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

August 22, 2017 SC 13D/A

ENTL / Entellus Medical, Inc. / Discovery Group I, LLC - SCHEDULE 13D (AMENDMENT NO. 4) Activist Investment

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. 4)* Entellus Medical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securitie

August 22, 2017 EX-2

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Amendment No.

August 22, 2017 EX-1

TRANSACTIONS DURING PAST 60 DAYS

EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the 60-day period preceding this filing.

August 8, 2017 EX-99.1

Entellus Investor

Exhibit 99.1 Entellus Investor Presentation August 2017 entellus MEDICAL Forward Looking Statements This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of words such as “expect,” “anticipate,” “could”, “may,” “intend,” “will,” “continue,” “outlook,” “gu

August 8, 2017 8-K

Entellus Medical FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2017 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Com

August 4, 2017 10-Q

ENTL / Entellus Medical, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36814 Entellus Medical, Inc

August 3, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2017 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commissi

August 3, 2017 EX-99.1

ENTELLUS MEDICAL ANNOUNCES SECOND QUARTER 2017 FINANCIAL RESULTS

EX-99.1 2 d438392dex991.htm EX-99.1 Exhibit 99.1 ENTELLUS MEDICAL ANNOUNCES SECOND QUARTER 2017 FINANCIAL RESULTS PLYMOUTH, MN. (August 3, 2017) – Entellus Medical, Inc. (NASDAQ: ENTL), a medical technology company focused on delivering superior patient and physician experiences through products designed for the minimally invasive treatment of chronic and recurrent sinusitis, nasal airway obstruct

July 21, 2017 SC 13D

ENTL / Entellus Medical, Inc. / KKR Fund Holdings L.P. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ENTELLUS MEDICAL, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 29363K105 (CUSIP Number) David J. Sorkin, Esq. Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, New York 10019 Telep

July 21, 2017 EX-99.B

POWER OF ATTORNEY

EX-99.B 3 ex99b.htm EXHIBIT 99.B Exhibit B POWER OF ATTORNEY Know all men by these presents that William J. Janetschek does hereby make, constitute and appoint David J. Sorkin, Terence Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigne

July 21, 2017 EX-99.D

JOINDER AND RELEASE AGREEMENT

Exhibit D JOINDER AND RELEASE AGREEMENT This Joinder and Release Agreement (this “Agreement”) is made by and between Entellus Medical, Inc.

July 21, 2017 EX-99.A

JOINT FILING AGREEMENT

EX-99.A 2 ex99a.htm EXHIBIT 99.A Exhibit A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, par value $0.001 per share, of Entellus Medical, Inc., is being filed, and all ame

July 21, 2017 EX-99.E

LOCK-UP AGREEMENT

EX-99.E 5 ex99e.htm EXHIBIT 99.E Exhibit E LOCK-UP AGREEMENT This Lock-Up Agreement, dated July 13, 2017 (this “Agreement”), by and between the undersigned holder (the “Holder”) and Entellus Medical, Inc., a Delaware corporation (“Entellus”), is being executed and delivered in accordance with the Agreement and Plan of Merger, dated as of July 6, 2017 (the “Merger Agreement”), by and among Entellus

July 14, 2017 EX-10.1

First Amendment to Loan and Security Agreement dated as of July 13, 2017 among Oxford Finance LLC, the Lenders thereto, Entellus Medical, Inc., Entellus Intermediate Sub, Inc. and Spirox, Inc.

EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT to Loan and Security Agreement (this ?Amendment?) is entered into as of July 13, 2017 (the ?Amendment Date?), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, ?Oxford?; and in its ca

July 14, 2017 EX-10.2

Form of Indemnification Agreement between Entellus Medical, Inc. and Each Director and Officer of Entellus Medical, Inc.

Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into effective as of , by and between Entellus Medical, Inc. (the “Company”) and (“Indemnitee”). RECITALS WHEREAS, the Company values Indemnitee’s service to the Company as a director or officer and desires that Indemnitee continue to serve the Company in such capacity; WHEREAS, Indemnitee

July 14, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2017 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Comm

July 7, 2017 EX-10.3

Form of Lock-Up Agreement dated as of July 6, 2017 between Entellus Medical, Inc. and Certain Stockholders of Spirox, Inc.

EX-10.3 Exhibit 10.3 LOCK-UP AGREEMENT This Lock-Up Agreement, dated July [ ? ], 2017 (this ?Agreement?), by and between the undersigned holder (the ?Holder?) and Entellus Medical, Inc., a Delaware corporation (?Entellus?), is being executed and delivered in accordance with the Agreement and Plan of Merger, dated as of July 6, 2017 (the ?Merger Agreement?), by and among Entellus, Stinger Merger Su

July 7, 2017 EX-99.1

ENTELLUS MEDICAL ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE SPIROX Acquisition Adds Innovative and Minimally Invasive Treatment For Nasal Airway Obstruction – Significantly Expanding Office and Operating Room Based ENT Opportunities Announces Prelimin

EX-99.1 8 d413858dex991.htm EX-99.1 Exhibit 99.1 Contact: Lynn Pieper Lewis 415-937-5402 [email protected] ENTELLUS MEDICAL ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE SPIROX Acquisition Adds Innovative and Minimally Invasive Treatment For Nasal Airway Obstruction – Significantly Expanding Office and Operating Room Based ENT Opportunities Announces Preliminary Second Quarter 2017 Revenue Result

July 7, 2017 EX-10.5

Form of Non-Solicitation Agreement dated as of July 6, 2017 between Entellus Medical, Inc. and Certain Stockholders of Spirox, Inc.

EX-10.5 Exhibit 10.5 NON-SOLICITATION AGREEMENT This Non-Solicitation Agreement is dated as of July 6, 2017 (this ?Agreement?), by and between Entellus Medical, Inc., a Delaware corporation (?Parent?) and the undersigned (?Seller?). Parent and Seller are referred to herein as the ?Parties?. RECITALS WHEREAS, Parent, Spirox, Inc., a Delaware corporation (the ?Company?), Stinger Merger Sub, Inc., a

July 7, 2017 EX-10.4

Form of Non-Competition and Non-Solicitation Agreement dated as of July 6, 2017 between Entellus Medical, Inc. and Certain Stockholders of Spirox, Inc.

EX-10.4 Exhibit 10.4 NON-COMPETITION AND NON-SOLICITATION AGREEMENT This Non-Competition and Non-Solicitation Agreement is dated as of July 6, 2017 (this ?Agreement?), by and between Entellus Medical, Inc., a Delaware corporation (?Parent?) and the undersigned (?Seller?). Parent and Seller are referred to herein as the ?Parties?. RECITALS WHEREAS, Parent, Spirox, Inc., a Delaware corporation (the

July 7, 2017 EX-10.1

Form of Joinder and Release Agreement dated as of July 6, 2017 between Entellus Medical, Inc. and Certain Stockholders of Spirox, Inc.

EX-10.1 EXHIBIT 10.1 JOINDER AND RELEASE AGREEMENT This Joinder and Release Agreement (this ?Agreement?) is made by and between Entellus Medical, Inc., a Delaware corporation (?Parent?), and the undersigned (the ?Company Holder?), a holder of capital stock of Spirox, Inc., a Delaware corporation (the ?Company?). Capitalized terms used in this Agreement and not otherwise defined have the meanings a

July 7, 2017 EX-10.2

Form of Resignation and Release Agreement dated as of July 6, 2017 between Entellus Medical, Inc. and Certain Officers and Directors of Spirox, Inc.

EX-10.2 Exhibit 10.2 [Closing Date], 2017 Entellus Medical, Inc. 3600 Holly Lane North, Suite 60 Plymouth, Minnesota 55447 Attention: Legal Department Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of July 5, 2017 (the ?Agreement?), by and among Entellus Medical, Inc., a Delaware corporation (?Parent?), Stinger Merger Sub, a Delaware corporation and

July 7, 2017 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2017 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commission

July 7, 2017 EX-2.1

Agreement and Plan of Merger dated as of July 6, 2017 among Entellus Medical, Inc., Stinger Merger Sub Inc., Spirox, Inc., and Fortis Advisors LLC, as the Equityholders Representative

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of July 6, 2017 by and among ENTELLUS MEDICAL, INC. (?Parent?), STINGER MERGER SUB, INC. (?Merger Sub?), and SPIROX, INC. (the ?Company?) TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 5 Section 1.1 Certain Definitions 5 Section 1.2 Certain Additional Definitions 20 ARTICLE II. THE MERGER 22 Section 2.1 The Merger 22 Section

June 14, 2017 8-K

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2017 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commissio

May 31, 2017 SD

Entellus Medical FORM SD

Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 3600 Holly Lane North, Suite 40 Plymouth, Minnesota 55447 (Addres

May 31, 2017 EX-1.01

ENTELLUS MEDICAL, INC. CONFLICT MINERALS REPORT For the Year Ended December 31, 2016

EX-1.01 2 d514281dex101.htm EX-1.01 Exhibit 1.01 ENTELLUS MEDICAL, INC. CONFLICT MINERALS REPORT For the Year Ended December 31, 2016 Introduction The following report is the Conflict Minerals Report for Entellus Medical, Inc. (“Entellus” or the “Company”) for the year ended December 31, 2016. This report is being filed as an exhibit to Entellus’s specialized report on Form SD (“Form SD”) and is i

May 8, 2017 EX-1

TRANSACTIONS DURING PAST 60 DAYS

EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company since those reported in the Schedule 13D filed by the Reporting Persons on March 28, 2017.

May 8, 2017 EX-3

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

May 8, 2017 EX-2

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Amendment No.

May 8, 2017 SC 13D/A

Entellus Medical SCHEDULE 13D (AMENDMENT NO. 3) (Activist Acquisition of More Than 5% of Shares)

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. 3)* Entellus Medical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securitie

May 5, 2017 10-Q

Entellus Medical 10-Q (Quarterly Report)

entl-10q20170331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36814

May 3, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2017 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commission File

May 3, 2017 EX-99.1

ENTELLUS MEDICAL ANNOUNCES FIRST QUARTER 2017 FINANCIAL RESULTS

EX-99.1 Exhibit 99.1 ENTELLUS MEDICAL ANNOUNCES FIRST QUARTER 2017 FINANCIAL RESULTS PLYMOUTH, MN. (May 3, 2017) ? Entellus Medical, Inc. (NASDAQ: ENTL), a medical technology company focused on delivering superior patient and physician experiences through products designed for the minimally invasive treatment of chronic and recurrent sinusitis patients, today reported its financial results for the

April 26, 2017 DEFA14A

Entellus Medical DEFA14A

DEFA14A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?

April 26, 2017 DEF 14A

Entellus Medical DEF 14A

DEF 14A 1 d346149ddef14a.htm DEF 14A Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

April 12, 2017 EX-99.1

Entellus Medical Receives FDA 510(k) Clearance for Eustachian Tube Indication

EX-99.1 2 d369269dex991.htm EX-99.1 Exhibit 99.1 Contact: Lynn Pieper Lewis 415-937-5402 [email protected] Entellus Medical Receives FDA 510(k) Clearance for Eustachian Tube Indication PLYMOUTH, MN. (April 12, 2017) – Entellus Medical, Inc. (NASDAQ: ENTL), a medical technology company focused on delivering superior patient and physician experiences through products designed for the minimally

April 12, 2017 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2017 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commission F

April 6, 2017 EX-10.1

Loan and Security Agreement, dated as of March 31, 2017, among Oxford Finance LLC, the lenders listed therein and Entellus Medical, Inc.

EX-10.1 Exhibit 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this ?Agreement?) dated as of March 31, 2017 (the ?Effective Date?) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (?Oxford?), as collateral

April 6, 2017 8-K

Entellus Medical FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2017 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Com

March 28, 2017 EX-3

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

March 28, 2017 EX-2

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Amendment No.

March 28, 2017 EX-1

TRANSACTIONS DURING PAST 60 DAYS

EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company since those reported in the Schedule 13D filed by the Reporting Persons on March 14, 2017.

March 28, 2017 SC 13D/A

Entellus Medical SCHEDULE 13D (AMENDMENT NO. 2) (Activist Acquisition of More Than 5% of Shares)

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 Securitie

March 14, 2017 EX-3

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

March 14, 2017 SC 13D/A

ENTL / Entellus Medical, Inc. / Discovery Group I, LLC - SCHEDULE 13D (AMENDMENT NO.1) Activist Investment

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. 1)* Entellus Medical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 29363K105 (

March 14, 2017 EX-1

TRANSACTIONS DURING PAST 60 DAYS

EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company since those reported in the Schedule 13D filed by the Reporting Persons on March 6, 2017.

March 14, 2017 EX-2

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Amendment No.

March 6, 2017 EX-3

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

March 6, 2017 EX-2

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Schedule 13D to which this Agreement is attached. Dated: March 6, 2017 DISCOVERY EQUITY PARTNERS, L.P. By Michael R. Murphy* Michael R. Murphy Manager DISCOVERY GROUP I, LLC By Michael R. Murphy * Michael R. Murphy Manager *By: /s/ Mark Buckley Mark Buckley Attorney-in-Fact for Michael R. Murphy

March 6, 2017 EX-1

TRANSACTIONS DURING PAST 60 DAYS

EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days.

March 6, 2017 SC 13D

ENTL / Entellus Medical, Inc. / Discovery Group I, LLC - SCHEDULE 13D Activist Investment

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. )* Entellus Medical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities

February 22, 2017 10-K

Entellus Medical ENTL-10K-20151231 (Annual Report)

10-K 1 entl-10k20161231.htm ENTL-10K-20151231 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fi

February 22, 2017 EX-10.25

FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.25 FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of February 1, 2017 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its indi

February 22, 2017 EX-10.17

CONFIDENTIALITY, INVENTION ASSIGNMENT, AND NON-COMPETITION AGREEMENT

EX-10.17 2 entl-ex10177.htm EX-10.17 Exhibit 10.17 CONFIDENTIALITY, INVENTION ASSIGNMENT, AND NON-COMPETITION AGREEMENT This Confidentiality, Invention Assignment, and Non-Competition Agreement (the “Agreement”) is entered into and effective as of , 2016, by and between Entellus Medical, Inc., a Delaware corporation, with its principal place of business at 3600 Holly Lane N., Suite 40, Plymouth, M

February 22, 2017 EX-10.32

AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT

EX-10.32 6 entl-ex1032851.htm EX-10.32 Exhibit 10.32 AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT Entellus Medical, Inc., a Delaware corporation (“Entellus”), located at 3600 Holly Lane North, Suite 40, Plymouth, Minnesota 55447, and Robert S. White, an individual residing at 11625 26th Avenue North, Plymouth, MN 55441 (the “Covered Employee”) entered into a Change in Control Severance Agree

February 22, 2017 EX-10.31

ENTELLUS MEDICAL, INC. OFFICER SEVERANCE PLAN ENTELLUS MEDICAL, INC. OFFICER SEVERANCE PLAN TABLE OF CONTENTS

EX-10.31 5 entl-ex1031852.htm EX-10.31 Exhibit 10.31 ENTELLUS MEDICAL, INC. OFFICER SEVERANCE PLAN ENTELLUS MEDICAL, INC. OFFICER SEVERANCE PLAN TABLE OF CONTENTS Article 1 Name and Purpose 1 Article 2 Definitions 1 Section 2.1 Administrator 1 Section 2.2 Affiliate 1 Section 2.3 Base Pay 1 Section 2.4 Benefit Plan 2 Section 2.5 Board 2 Section 2.6 Cause 2 Section 2.7 Change in Control 3 Section 2.

February 22, 2017 EX-10.18

Entellus Medical, Inc. Non-Employee Director Compensation Program Effective December 7, 2016

Exhibit 10.18 Entellus Medical, Inc. Non-Employee Director Compensation Program Effective December 7, 2016 This Entellus Medical, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) for non-employee directors (the “Directors”) of the board of directors of the Company (the “Board”) shall be effective on the date set forth above (the “Effective Date”). Capitalized terms

February 21, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2017 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (

February 21, 2017 EX-99.1

ENTELLUS MEDICAL ANNOUNCES FOURTH QUARTER AND FULL YEAR 2016 FINANCIAL RESULTS

EX-99.1 2 d350225dex991.htm EX-99.1 Exhibit 99.1 ENTELLUS MEDICAL ANNOUNCES FOURTH QUARTER AND FULL YEAR 2016 FINANCIAL RESULTS PLYMOUTH, MN. (February 21, 2017) – Entellus Medical, Inc. (NASDAQ: ENTL), a medical technology company focused on delivering superior patient and physician experiences through products designed for the minimally invasive treatment of chronic and recurrent sinusitis patie

January 31, 2017 EX-1.1

ENTELLUS MEDICAL, INC. (a Delaware corporation) 3,530,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: January 25, 2017 ENTELLUS MEDICAL, INC. (a Delaware corporation) 3,530,000 Shares of Common Stock UNDERWRITING AGREEMENT

EX-1.1 2 d332769dex11.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION ENTELLUS MEDICAL, INC. (a Delaware corporation) 3,530,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: January 25, 2017 ENTELLUS MEDICAL, INC. (a Delaware corporation) 3,530,000 Shares of Common Stock UNDERWRITING AGREEMENT January 25, 2017 Merrill Lynch, Pierce, Fenner & Smith Incorporated Piper Jaffray & Co. as Representative

January 31, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2017 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commis

January 31, 2017 SC 13D/A

ENTL / Entellus Medical, Inc. / SVLSF IV, LLC - SC 13D/A Activist Investment

SC 13D/A 1 d340418dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ENTELLUS MEDICAL, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 29363K 105 (CUSIP Number) SVLSF IV, LLC One Boston Place, Suite 3900 201 Washington Street Boston, MA 0

January 26, 2017 424B7

3,530,000 Shares Common Stock

424B7 1 d322355d424b7.htm 424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-209905 PROSPECTUS SUPPLEMENT (To prospectus dated March 16, 2016) 3,530,000 Shares Common Stock We are selling 2,353,530 shares of our common stock and the selling stockholders identified in this prospectus supplement are selling 1,176,470 shares of our common stock. We will not receive any proc

January 25, 2017 8-K

Entellus Medical 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2017 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commis

January 25, 2017 EX-99.1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

EX-99.1 Exhibit 99.1 As used in this Exhibit 99.1, ?we,? ?us,? ?our,? ?Entellus,? ?Entellus Medical,? the ?Company? and similar designations refer to Entellus Medical, Inc., a Delaware corporation, and its consolidated subsidiary, unless otherwise specified. Entellus Medical, Inc. and our logo are our trademarks. This Exhibit 99.1 also includes trademarks, tradenames and service marks that are the

January 25, 2017 424B7

Subject to Completion Preliminary Prospectus Supplement dated January 25, 2017

424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-209905 The information in this prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement is not an offer to sell these securities and it is not soliciting an

January 5, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2016 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commi

January 5, 2017 EX-10.1

SEPARATION AND RELEASE AGREEMENT

EX-10.1 2 d306330dex101.htm EX-10.1 Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (this “Agreement”) is made by and between James D. Surek (the “Employee”) and Entellus Medical, Inc. (the “Company”) (each a “Party” and together the “Parties”). RECITALS WHEREAS, the Employee is employed by the Company as its Vice President, Sales; and WHEREAS, the Parties wish

January 5, 2017 EX-99.1

Entellus Medical Announces Management Promotions and Preliminary Revenue for Fourth Quarter and Full Year 2016

EX-99.1 Exhibit 99.1 Contact: Lynn Pieper Lewis 415-937-5402 [email protected] Entellus Medical Announces Management Promotions and Preliminary Revenue for Fourth Quarter and Full Year 2016 PLYMOUTH, MN. (January 5, 2017) ? Entellus Medical, Inc. (NASDAQ: ENTL), a medical technology company focused on delivering superior patient and physician experiences through products designed for the mini

November 4, 2016 10-Q

Entellus Medical ENTL-10Q-20160930 (Quarterly Report)

entl-10q20160930.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3

November 3, 2016 8-K

Entellus Medical FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2016 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (C

November 3, 2016 EX-99.1

ENTELLUS MEDICAL ANNOUNCES THIRD QUARTER 2016 FINANCIAL RESULTS

EX-99.1 Exhibit 99.1 ENTELLUS MEDICAL ANNOUNCES THIRD QUARTER 2016 FINANCIAL RESULTS PLYMOUTH, MN. (November 3, 2016) ? Entellus Medical, Inc. (NASDAQ: ENTL), a medical technology company focused on delivering superior patient and physician experiences through products designed for the minimally invasive treatment of chronic and recurrent sinusitis patients, today reported its financial results fo

September 23, 2016 CORRESP

Entellus Medical ESP

CORRESP September 23, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 31, 2016 CORRESP

Entellus Medical ESP

CORRESP August 31, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 4, 2016 10-Q

Entellus Medical ENTL-10Q-20160630 (Quarterly Report)

entl-10q20160630.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36814

August 4, 2016 10-Q/A

Entellus Medical FORM 10-Q AMENDMENT NO. 1 (Quarterly Report)

Form 10-Q Amendment No. 1 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition perio

August 4, 2016 EX-10.4

SEVERANCE AGREEMENT

Exhibit 10.4 SEVERANCE AGREEMENT This Severance Agreement (this “Agreement”), effective as of August 1, 2016 (the “Effective Date”) is between Entellus Medical, Inc., a Delaware corporation (“Entellus”), and Jeff Kogl (the “Covered Employee”). A.As of the Effective Date, the Covered Employee is an executive officer and employee of Entellus. B.Entellus and the Covered Employee have previously enter

August 3, 2016 EX-99.1

ENTELLUS MEDICAL ANNOUNCES SECOND QUARTER 2016 FINANCIAL RESULTS

EX-99.1 2 d234036dex991.htm EX-99.1 Exhibit 99.1 ENTELLUS MEDICAL ANNOUNCES SECOND QUARTER 2016 FINANCIAL RESULTS PLYMOUTH, MN. (August 3, 2016) – Entellus Medical, Inc. (the “Company” or “Entellus Medical”) (NASDAQ: ENTL), a medical technology company focused on delivering superior patient and physician experiences through products designed for the minimally invasive treatment of chronic and recu

August 3, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2016 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Com

June 29, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2016 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Comm

June 29, 2016 EX-99.1

Entellus Medical Acquires XeroGel™ from CogENT Therapeutics®, Strengthens Product Portfolio Reiterates 2016 Financial Outlook

EX-99.1 2 d221890dex991.htm EX-99.1 Exhibit 99.1 Contact: Lynn Pieper Lewis 415-937-5402 [email protected] Entellus Medical Acquires XeroGel™ from CogENT Therapeutics®, Strengthens Product Portfolio Reiterates 2016 Financial Outlook PLYMOUTH, MN (June 29, 2016) – Entellus Medical, Inc. (NASDAQ: ENTL) today announced it has acquired and entered into an exclusive license for the XeroGel assets

June 27, 2016 8-K

Entellus Medical 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2016 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commissio

June 27, 2016 EX-10.1

AMENDED AND RESTATED FIAGON NA DISTRIBUTOR AGREEMENT

EX-10.1 Exhibit 10.1 [PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIALITY UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT THAT HAVE BEEN OMITTED ARE MARKED WITH ?[***].? A COPY OF THIS EXHIBIT WITH ALL SECTIONS INTACT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] AMENDED AND RE

June 15, 2016 8-K

Entellus Medical FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2016 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Comm

May 23, 2016 EX-99.1

ENTELLUS MEDICAL NAMES BRENT MOEN CHIEF FINANCIAL OFFICER

EX-99.1 Exhibit 99.1 Contact: Lynn Pieper Lewis 415-937-5402 [email protected] ENTELLUS MEDICAL NAMES BRENT MOEN CHIEF FINANCIAL OFFICER PLYMOUTH, MN. (May 23, 2016) ? Entellus Medical, Inc. (NASDAQ: ENTL), a medical technology company focused on delivering superior patient and physician experiences through products designed for the minimally invasive treatment of chronic and recurrent sinusi

May 23, 2016 EX-10.1

May 6, 2016

EX-10.1 2 d192631dex101.htm EX-10.1 Exhibit 10.1 May 6, 2016 Brent Moen 9335 Preston Place Eden Prairie, MN 55347 Dear Brent, On behalf of Entellus Medical, I am pleased to extend to you an offer for employment as Chief Financial Officer directly reporting to me, although because of your position, this offer is subject to approval of Entellus Medical’s Board of Directors. You bring a skill set to

May 23, 2016 EX-10.2

SEVERANCE AGREEMENT

EX-10.2 3 d192631dex102.htm EX-10.2 Exhibit 10.2 SEVERANCE AGREEMENT This Severance Agreement (this “Agreement”), effective as of May 23, 2016 (the “Effective Date”) is between Entellus Medical, Inc., a Delaware corporation (“Entellus”), and Brent A. Moen (the “Covered Employee”). A. As of the Effective Date, the Covered Employee is becoming an executive officer and employee of Entellus. B. As of

May 23, 2016 8-K

Entellus Medical 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2016 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commission

May 10, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2016 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commi

May 10, 2016 EX-99.1

Investor Presentation

EX-99.1 1 Investor Presentation Investor Presentation May 2016 Exhibit 99.1 2 Entellus Medical May 2016 Forward Looking Statements Forward Looking Statements This presentation may contain forward-looking statements concerning the company?s business, operations and financial performance and condition, as well as its plans, objectives and expectations for its business operations and financial perfor

May 5, 2016 10-Q

Entellus Medical 10-Q (Quarterly Report)

entl-10q20160331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36814

May 4, 2016 8-K

Entellus Medical 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2016 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36814 20-4627978 (State or other jurisdiction of incorporation) (Commission

May 4, 2016 EX-99.1

ENTELLUS MEDICAL ANNOUNCES FIRST QUARTER 2016 FINANCIAL RESULTS

EX-99.1 Exhibit 99.1 Contact: Lynn Pieper Lewis 415-937-5402 [email protected] ENTELLUS MEDICAL ANNOUNCES FIRST QUARTER 2016 FINANCIAL RESULTS PLYMOUTH, MN. (May 4, 2016) ? Entellus Medical, Inc. (NASDAQ: ENTL), a medical technology company focused on delivering superior patient and physician experiences through products designed for the minimally invasive treatment of chronic and recurrent s

April 27, 2016 DEFA14A

Entellus Medical DEFA14A

DEFA14A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the registrant x Filed by a party other than the registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?

April 27, 2016 DEF 14A

Entellus Medical DEF 14A

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

March 14, 2016 CORRESP

Entellus Medical ESP

CORRESP March 14, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Amanda Ravitz, Assistant Director Brian Soares – Mail Stop 3030 Re: Entellus Medical, Inc.

March 3, 2016 EX-4.2

ENTELLUS MEDICAL, INC. Dated as of , 20 [ ] TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 4 Section 1.3. Incorporation by Reference of Trust Indenture Act. 5

EX-4.2 2 d153400dex42.htm EX-4.2 Exhibit 4.2 ENTELLUS MEDICAL, INC. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 4 Section 1.3. Incorporation by Reference of Trust Indenture Act. 5 Section 1.4. Rules of Construction. 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuab

March 3, 2016 S-3

Entellus Medical S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on March 3, 2016 Registration No.

March 3, 2016 EX-12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (dollars in thousands)

EX-12.1 Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (dollars in thousands) The following table sets forth our ratio of earnings to fixed charges for the periods indicated: Year Ended December 31, 2015 2014 2013 2012 Earnings: Income (loss) before income taxes $ (18,300 ) $ (6,929 ) $ (13,396 ) $ (18,996 ) Fixed charges to add to earnings: Interest expense 1,880 1,464 793 127 Amo

February 25, 2016 10-K

Entellus Medical 10-K (Annual Report)

entl-10k20151231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36814 Entellus

February 25, 2016 EX-10.14

Entellus Medical, Inc. Non-Employee Director Compensation Program Effective January 9, 2016

Exhibit 10.14 Entellus Medical, Inc. Non-Employee Director Compensation Program Effective January 9, 2016 This Entellus Medical, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) for non-employee directors (the “Directors”) of the board of directors of the Company (the “Board”) shall be effective on the date set forth above (the “Effective Date”). Capitalized terms n

February 25, 2016 EX-10.21

February 11, 2016

Exhibit 10.21 February 11, 2016 Brian E. Farley 3600 Holly Lane North, Suite 40 Plymouth, Minnesota 55447 Dear Brian: On March 24, 2010 you were granted a non-statutory stock option (the “Option”) with respect to 489,500 shares of common stock of Entellus Medical, Inc. (the “Company”) (on a post-split basis) pursuant to a Non-Statutory Stock Option Agreement (the “Agreement”) and the Company’s 200

February 25, 2016 EX-10.13

CHANGE IN CONTROL SEVERANCE AGREEMENT

EX-10.13 2 entl-ex10131077.htm EX-10.13 Exhibit 10.13 CHANGE IN CONTROL SEVERANCE AGREEMENT This Change in Control Severance Agreement (this “Agreement”), effective as of October 27, 2015 (the “Effective Date”) is between Entellus Medical, Inc., a Delaware corporation (“Entellus”) and Jeff Kogl (the “Covered Employee”). A.The Covered Employee is currently employed by Entellus in a management posit

February 25, 2016 EX-10.17

REVISED OFFER

Exhibit 10.17 REVISED OFFER September 4, 2015 Jeff Kogl Dear Jeff, On behalf of Entellus Medical, I am pleased to extend to you an offer for employment as a Vice President of Business Development and Strategy directly reporting to me. You bring a skill set to this company that is essential to achieving our goals and I look forward to your contributions. In this exempt, full-time position with Ente

February 25, 2016 EX-21.1

Entellus Medical, Inc.

Exhibit 21.1 Entellus Medical, Inc. Subsidiaries Subsidiary Entellus Medical Europe Limited Jurisdiction of Incorporation or Organization United Kingdom

February 24, 2016 EX-99.1

ENTELLUS MEDICAL ANNOUNCES FOURTH QUARTER AND FULL YEAR 2015 FINANCIAL RESULTS AND ISSUES 2016 FINANCIAL OUTLOOK

EX-99.1 Exhibit 99.1 Contact: Lynn Pieper Lewis 415-309-5999 [email protected] ENTELLUS MEDICAL ANNOUNCES FOURTH QUARTER AND FULL YEAR 2015 FINANCIAL RESULTS AND ISSUES 2016 FINANCIAL OUTLOOK PLYMOUTH, MN. (February 24, 2016) ? Entellus Medical, Inc. (NASDAQ: ENTL), a medical technology company focused on delivering superior patient and physician experiences through products designed for the

February 24, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 24, 2016 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 0001-36814 20-4627978 (State or other jurisdiction of incorporation o

February 22, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Shareholder Director Nominations

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 19, 2016 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 0001-36814 20-4627978 (State or other jurisdiction of incorporation o

February 16, 2016 SC 13G

ENTL / Entellus Medical, Inc. / Medtronic plc - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Entellus Medical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securit

February 12, 2016 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d135682dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT Each of the undersigned agrees that (i) the statement on Schedule 13G relating to the Common Stock of Entellus Medical, Inc., has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13G/A will, unless written notice to the contrary is delivered as described below, be jointly

February 12, 2016 SC 13G

ENTL / Entellus Medical, Inc. / Essex Woodlands Health Ventures VIII, L.L.C. - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G 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, Addr

January 11, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 9, 2016 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 0001-36814 20-4627978 (State or other jurisdiction of incorporation or organ

November 9, 2015 EX-99.1

ENTELLUS MEDICAL ANNOUNCES THIRD QUARTER 2015 FINANCIAL RESULTS INCREASES FULL YEAR REVENUE GUIDANCE

EX-99.1 Exhibit 99.1 ENTELLUS MEDICAL ANNOUNCES THIRD QUARTER 2015 FINANCIAL RESULTS INCREASES FULL YEAR REVENUE GUIDANCE PLYMOUTH, MN. (November 5, 2015) ? Entellus Medical, Inc. (NASDAQ: ENTL), a medical technology company focused on delivering superior patient and physician experiences through products designed for the minimally invasive treatment of chronic and recurrent sinusitis patients, to

November 9, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 5, 2015 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 0001-36814 20-4627978 (State or other jurisdiction of incorporation or

November 6, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

10-Q 1 entl-10q20150930.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N

August 14, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 10, 2015 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 0001-36814 20-4627978 (State or other jurisdiction of incorporation or

August 14, 2015 EX-10.1

FIAGON NA DISTRIBUTOR AGREEMENT

EX-10.1 Exhibit 10.1 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. FIAGON NA DISTRIBUTOR AGREEMENT AGREEMENT effective 10 August 2015 (the ?Effective Date?) by and between Fiagon NA Corporation, a Delaware corporation, with offices at 3913

August 7, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36814 Entellus Medical, Inc

August 7, 2015 EX-10.2

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EX-10.2 2 entl-ex102265.htm EX-10.2 Exhibit 10.2 THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of May 19, 2015 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria

August 6, 2015 EX-99.1

ENTELLUS MEDICAL ANNOUNCES SECOND QUARTER 2015 FINANCIAL RESULTS

Exhibit 99.1 Contact: Leigh Salvo 415-513-1281 [email protected] ENTELLUS MEDICAL ANNOUNCES SECOND QUARTER 2015 FINANCIAL RESULTS PLYMOUTH, MN. (August 6, 2015) – Entellus Medical, Inc. (“Entellus Medical” or the “Company”) (NASDAQ: ENTL), a medical technology company focused on the design, development and commercialization of products for the minimally invasive treatment of chronic and recur

August 6, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 6, 2015 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 0001-36814 20-4627978 (State or other jurisdiction of incorporation or organi

July 9, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 7, 2015 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 0001-36814 20-4627978 (State or other jurisdiction of incorporation or org

July 9, 2015 EX-99.1

ENTELLUS MEDICAL APPOINTS JOHN BAKEWELL TO ITS BOARD OF DIRECTORS

EX-99.1 2 d19601dex991.htm EX-99.1 Exhibit 99.1 ENTELLUS MEDICAL APPOINTS JOHN BAKEWELL TO ITS BOARD OF DIRECTORS PLYMOUTH, MN, July 9, 2015 — Entellus Medical, Inc. (Nasdaq:ENTL), a medical technology company focused on designing, developing and commercializing products for the minimally invasive treatment of chronic and recurrent sinusitis patients, today announced that John Bakewell, Chief Fina

July 7, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2015 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 0001-36814 20-4627978 (State or other jurisdiction of incorporation or or

July 7, 2015 EX-10.1(A)

FIRST AMENDMENT TO COMMERCIAL LEASE

EX-10.1(A) Exhibit 10.1(a) FIRST AMENDMENT TO COMMERCIAL LEASE This First Amendment to Commercial Lease (?Amendment?) is made and entered into the 30 day of June, 2015, by and between MU Plymouth Ponds LLC, a Minnesota limited liability company (?Landlord?) and Entellus Medical, Inc., a Delaware corporation (?Tenant?). RECITALS A. Landlord and Tenant entered into a Commercial Lease dated February

July 7, 2015 EX-99.1

ENTELLUS MEDICAL EXPANDS CAPACITY TO ACCOMMODATE GROWTH

EX-99.1 Exhibit 99.1 ENTELLUS MEDICAL EXPANDS CAPACITY TO ACCOMMODATE GROWTH PLYMOUTH, MN, July 7, 2015 ? Entellus Medical, Inc. (Nasdaq:ENTL), a medical technology company focused on designing, developing and commercializing products for the minimally invasive treatment of chronic and recurrent sinusitis patients, today announced that it has entered into a lease agreement for approximately 19,700

July 7, 2015 EX-10.1

COMMERCIAL LEASE

EX-10.1 2 d50451dex101.htm EX-10.1 Exhibit 10.1 COMMERCIAL LEASE This Indenture of Lease, dated this 27 day of February, 2012 by and between MU Plymouth Ponds LLC, a Minnesota limited liability company (“Landlord”), and Entellus Medical, Inc., a Delaware corporation (hereinafter referred to as “Tenant”). DEFINITIONS: “Property”–That certain real property located in the City of Plymouth (the “City”

July 7, 2015 EX-10.2

COMMERCIAL LEASE

EX-10.2 Exhibit 10.2 COMMERCIAL LEASE This Indenture of Lease, dated this 30th day of June, 2014 by and between MU Plymouth Ponds LLC, a Minnesota limited liability company (?Landlord?), and Entellus Medical, Inc., a Delaware corporation (hereinafter referred to as ?Tenant?). DEFINITIONS: ?Property? ? That certain real property located in the City of Plymouth (the ?City?), County of Hennepin and S

July 7, 2015 EX-10.2(A)

FIRST AMENDMENT TO COMMERCIAL LEASE

EX-10.2(A) 5 d50451dex102a.htm EX-10.2(A) Exhibit 10.2(a) FIRST AMENDMENT TO COMMERCIAL LEASE This First Amendment to Commercial Lease (“Amendment”) is made and entered into the 30 day of June, 2015, by and between MU Plymouth Ponds LLC, a Minnesota limited liability company (“Landlord”) and Entellus Medical, Inc., a Delaware corporation (“Tenant”). RECITALS A. Landlord and Tenant entered into a C

May 8, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 7, 2015 EX-99.1

ENTELLUS MEDICAL ANNOUNCES FIRST QUARTER 2015 FINANCIAL RESULTS UPDATES 2015 FINANCIAL OUTLOOK

EX-99.1 Exhibit 99.1 Contact: Leigh Salvo 415-513-1281 [email protected] ENTELLUS MEDICAL ANNOUNCES FIRST QUARTER 2015 FINANCIAL RESULTS UPDATES 2015 FINANCIAL OUTLOOK PLYMOUTH, MN. (May 7, 2015) ? Entellus Medical, Inc. (?Entellus Medical? or the ?Company?) (NASDAQ: ENTL), a medical technology company focused on the design, development and commercialization of products for the minimally inva

May 7, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2015 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 0001-36814 20-4627978 (State or other jurisdiction of incorporation or orga

April 2, 2015 EX-10.1

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT to Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into as of March 30, 2015 (the ?Amendment Date?), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its

April 2, 2015 8-K

Entellus Medical FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 30, 2015 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 0001-36814 20-4627978 (State or other jurisdiction of incorporation or o

April 2, 2015 8-K

Entellus Medical FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 2, 2015 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 0001-36814 20-4627978 (State or other jurisdiction of incorporation or or

April 2, 2015 EX-10.1

April 2, 2015

EX-10.1 Exhibit 10.1 April 2, 2015 Brian Farley 3600 Holly Lane North, Suite 40 Plymouth, MN 55447 Dear Brian: This letter describes certain compensation changes in connection with your transition from Chief Executive Officer of Entellus Medical, Inc. (?Entellus?) to your new role as Executive Chairman of the Entellus Board of Directors. In signing this letter, you hereby consent and agree to the

April 2, 2015 EX-99.1

ENTELLUS MEDICAL ANNOUNCES PROMOTION OF ROBERT WHITE TO CHIEF EXECUTIVE OFFICER, AND PRELIMINARY FIRST QUARTER 2015 REVENUES OF $13.4 TO $13.5 MILLION

Exhibit 99.1 Contact: Leigh Salvo 415-513-1281 [email protected] ENTELLUS MEDICAL ANNOUNCES PROMOTION OF ROBERT WHITE TO CHIEF EXECUTIVE OFFICER, AND PRELIMINARY FIRST QUARTER 2015 REVENUES OF $13.4 TO $13.5 MILLION PLYMOUTH, MN. (April 2, 2015) – Entellus Medical, Inc. (“Entellus Medical” or the “Company”) (NASDAQ: ENTL), a medical technology company focused on the design, development and co

March 19, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36814 Entellus Me

March 17, 2015 EX-99.1

ENTELLUS MEDICAL ANNOUNCES FOURTH QUARTER AND FULL YEAR 2014 FINANCIAL RESULTS AND PROVIDES 2015 FINANCIAL OUTLOOK

EX-99.1 Exhibit 99.1 Contact: Leigh Salvo 415-513-1281 [email protected] ENTELLUS MEDICAL ANNOUNCES FOURTH QUARTER AND FULL YEAR 2014 FINANCIAL RESULTS AND PROVIDES 2015 FINANCIAL OUTLOOK PLYMOUTH, MN. (March 17, 2015) ? Entellus Medical, Inc. (?Entellus Medical? or the ?Company?) (NASDAQ: ENTL), a medical technology company focused on the design, development and commercialization of products

March 17, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 17, 2015 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 0001-36814 20-4627978 (State or other jurisdiction of incorporation or organi

February 13, 2015 SC 13D

ENTL / Entellus Medical, Inc. / SVLSF IV, LLC - SCHEDULE 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ENTELLUS MEDICAL, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 29363K 105 (CUSIP Number) SVLSF IV, LLC One Boston Place, Suite 3900 201 Washington Street Boston, MA 02108 (617) 367-8100 Copy to

February 13, 2015 EX-99.1

INFORMATION REGARDING THE MANAGERS OF SVLSF IV, LLC and ILSF III, LLC

EX-99.1 Exhibit 99.1 INFORMATION REGARDING THE MANAGERS OF SVLSF IV, LLC and ILSF III, LLC The names and the principal occupation of the current managers of SVLSF IV, LLC and ILSF III, LLC, respectively, are set forth below. The business address of David Milne, James Garvey, Eugene D. Hill, III, Michael Ross and Denise Marks is One Boston Place, 201 Washington Street, Suite 3900, Boston, MA 02108.

February 13, 2015 EX-99.5

JOINT FILING AGREEMENT

EX-99.5 Exhibit 99.5 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D with respect to the Common Stock, $0.001 par value, beneficially owned by each of them of Entellus Medical, Inc. This Joint Filing Agree

February 11, 2015 SC 13D

ENTL / Entellus Medical, Inc. / Split Rock Partners, LP - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ENTELLUS MEDICAL, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 29363K 105 (CUSIP Number) Steven L.P. Schwen Split Rock Partners, LP 10400 Viking Drive, Suite 250 Eden Prairie, Minnesota 55344 (952) 995-7492

February 11, 2015 EX-99.5

JOINT FILING AGREEMENT

EXHIBIT 99.5 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Entellus Medical, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. Date: February 11, 2015 SPLIT ROCK PARTNERS, LP, a Delaware limited partnership By: SPLIT ROCK PART

February 11, 2015 EX-99.1

Position with SRPM

EXHIBIT 99.1 The names of the current managing directors and executive officers of Split Rock Partners Management, LLC are set forth below. The business address of each of the individuals named below is 10400 Viking Drive, Suite 250, Eden Prairie, Minnesota 55344. The principal occupation of each of the individuals named below is managing member of Split Rock Partners Management, LLC. During the l

February 3, 2015 EX-3.1

Amended and Restated Certificate of Incorporation of Entellus Medical, Inc.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ENTELLUS MEDICAL, INC. The undersigned, the Chief Executive Officer of Entellus Medical, Inc., a Delaware corporation, (the “Corporation”), hereby certifies that: 1. The present name of the Corporation is Entellus Medical, Inc., which is the name under which the Corporation was originally incorporated; and the date of filing t

February 3, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 d864555d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 3, 2015 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 0001-36814 20-4627978 (State or other jurisdictio

February 3, 2015 EX-3.2

Amended and Restated Bylaws of Entellus Medical, Inc.

EX-3.2 3 d864555dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ENTELLUS MEDICAL, INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING 2

January 30, 2015 424B4

4,603,580 Shares Common Stock

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-201237 and 333-201741 PROSPECTUS 4,603,580 Shares Common Stock This is the initial public offering of Entellus Medical, Inc. We are selling 4,603,580 shares of our common stock. Prior to this offering, no public market existed for the shares. Our common stock has been approved for listing on The Nasdaq Global Market und

January 30, 2015 S-8

ENTL / Entellus Medical, Inc. S-8 - - FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on January 29, 2015 Registration No.

January 28, 2015 EX-3.1

SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ENTELLUS MEDICAL, INC. Dated August 16, 2011

EX-3.1 Exhibit 3.1 Execution Version SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ENTELLUS MEDICAL, INC. Dated August 16, 2011 The undersigned, the Chief Executive Officer of Entellus Medical, Inc., a Delaware corporation, (the “Corporation”), hereby certifies that: 1. The present name of the Corporation is Entellus Medical, Inc., which is the name under which the Corporation was ori

January 28, 2015 EX-4.3

FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT

EX-4.3 6 d786085dex43.htm EX-4.3 Exhibit 4.3 Execution Version FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT This Fifth Amended and Restated Investors Rights Agreement (“Agreement”) is made and entered into as of August 17, 2011, by and among Entellus Medical, Inc., a Delaware corporation (the “Company”), the parties set forth on Schedule 1 and such other investors as may from time to time

January 28, 2015 EX-3.2

CERTIFICATE OF AMENDMENT TO THE SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ENTELLUS MEDICAL, INC.

EX-3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ENTELLUS MEDICAL, INC. Entellus Medical, Inc. (hereinafter called the “Corporation”), a Corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: The present name of the corporation is Entellus Medical, Inc.,

January 28, 2015 EX-10.3

ENTELLUS MEDICAL, INC. NON-STATUTORY STOCK OPTION AGREEMENT PURSUANT TO 2006 STOCK INCENTIVE PLAN (AS AMENDED AND RESTATED NOVEMBER 12, 2009, AS AMENDED)

EX-10.3 Exhibit 10.3 ENTELLUS MEDICAL, INC. NON-STATUTORY STOCK OPTION AGREEMENT PURSUANT TO 2006 STOCK INCENTIVE PLAN (AS AMENDED AND RESTATED NOVEMBER 12, 2009, AS AMENDED) THIS AGREEMENT is made effective as of the day of , 201 (the “Effective Date”), by and between Entellus Medical, Inc., a Delaware corporation (the “Company”), and (the “Optionee”). RECITALS A. In connection with the services

January 28, 2015 EX-4.2

FIFTH AMENDED AND RESTATED VOTING AGREEMENT

EX-4.2 Exhibit 4.2 Execution Version FIFTH AMENDED AND RESTATED VOTING AGREEMENT This Fifth Amended and Restated Voting Agreement (“Agreement”) is made and entered into as of August 17, 2011, by and among Entellus Medical, Inc., a Delaware corporation (the “Company”), and such other persons and entities owning capital stock of the Company who are signatories, or may subsequently become signatories

January 28, 2015 EX-4.4

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

EX-4.4 7 d786085dex44.htm EX-4.4 Exhibit 4.4 Execution Version FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Fifth Amended and Restated Registration Rights Agreement (“Agreement”) is made and entered into as of August 17, 2011, by and among Entellus Medical, Inc., a Delaware corporation (the “Company”), the parties listed on Schedule 1 and such other parties as may from time to tim

January 28, 2015 EX-10.1

ENTELLUS MEDICAL, INC. 2006 STOCK INCENTIVE PLAN (AS AMENDED AND RESTATED NOVEMBER 12, 2009, AS AMENDED)

EX-10.1 11 d786085dex101.htm EX-10.1 Exhibit 10.1 ENTELLUS MEDICAL, INC. 2006 STOCK INCENTIVE PLAN (AS AMENDED AND RESTATED NOVEMBER 12, 2009, AS AMENDED) 1. Purpose of Plan. The purpose of the Entellus Medical, Inc. 2006 Stock Incentive Plan (the “Plan”) is to advance the interests of Entellus Medical, Inc. (the “Company”) and its stockholders by enabling the Company to attract and retain qualifi

January 28, 2015 EX-10.9.A

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EX-10.9.A 16 d786085dex109a.htm EX-10.9(A) Exhibit 10.9(a) FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of October 31, 2014 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Stre

January 28, 2015 EX-4.5

FIFTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

EX-4.5 Exhibit 4.5 Execution Version FIFTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT This Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement (“Agreement”) is made and entered into as of August 17, 2011, by and among Entellus Medical, Inc., a Delaware corporation (the “Company”), those certain stockholders of the Company whose names are listed on Schedul

January 28, 2015 EX-4.7

WARRANT TO PURCHASE STOCK Company: Entellus Medical, Inc., a Delaware corporation Number of Shares: 80,637 Type/Series of Stock: Series E Preferred Stock Warrant Price: $1.9594 per share Issue Date: October 18, 2012 Expiration Date: October 18, 2022

EX-4.7 10 d786085dex47.htm EX-4.7 Exhibit 4.7 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF

January 28, 2015 S-1MEF

ENTL / Entellus Medical, Inc. S-1MEF - - S-1MEF

S-1MEF As filed with the Securities and Exchange Commission on January 28, 2015 Registration No.

January 28, 2015 EX-10.2

ENTELLUS MEDICAL, INC. INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO 2006 STOCK INCENTIVE PLAN (AS AMENDED AND RESTATED NOVEMBER 12, 2009, AS AMENDED)

EX-10.2 Exhibit 10.2 ENTELLUS MEDICAL, INC. INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO 2006 STOCK INCENTIVE PLAN (AS AMENDED AND RESTATED NOVEMBER 12, 2009, AS AMENDED) THIS AGREEMENT is made effective as of the day of , 201 (the “Effective Date”), by and between Entellus Medical, Inc., a Delaware corporation (the “Company”), and (the “Employee”). RECITALS A. In connection with the services prov

January 28, 2015 EX-10.9

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EX-10.9 15 d786085dex109.htm EX-10.9 Exhibit 10.9 Execution Draft AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of December 20, 2013 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office

January 28, 2015 EX-3.5

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ENTELLUS MEDICAL, INC. Dated [ — ]

EX-3.5 4 d786085dex35.htm EX-3.5 Exhibit 3.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ENTELLUS MEDICAL, INC. Dated [ — ] The undersigned, the [ — ] of Entellus Medical, Inc., a Delaware corporation, (the “Corporation”), hereby certifies that: 1. The present name of the Corporation is Entellus Medical, Inc., which is the name under which the Corporation was originally incorporated; and

January 28, 2015 S-1/A

ENTL / Entellus Medical, Inc. S-1/A - - AMENDMENT NO. 3 TO S-1

Amendment No. 3 to S-1 As filed with the Securities and Exchange Commission on January 28, 2015 Registration No. 333-201237 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 3841 20-4627978 (State or other j

January 28, 2015 EX-10.8

AMENDMENT NUMBER 1 CONFIDENTIAL SETTLEMENT AGREEMENT AND NON-EXCLUSIVE PATENT LICENSE

EX-10.8 14 d786085dex108.htm EX-10.8 Exhibit 10.8 [***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. AMENDMENT NUMBER 1 CONFIDENTIAL SETTLEMENT AGREEMENT AND NON-EXCLUSIVE PATENT LICENSE AGREEMENT This Amendment No. 1 to the Confidential Settleme

January 28, 2015 EX-4.6

WARRANT TO PURCHASE STOCK Company: Entellus Medical, Inc., a Delaware corporation Number of Shares: 70,557 Type/Series of Stock: Series E Preferred Stock Warrant Price: $1.9594 per share Issue Date: October 18, 2012 Expiration Date: October 18, 2022

EX-4.6 Exhibit 4.6 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND

January 26, 2015 CORRESP

ENTL / Entellus Medical, Inc. CORRESP - -

CORRESP January 26, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Entellus Medical, Inc. Registration Statement on Form S-1 (SEC File No. 333-201237) Ladies and Gentlemen: In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Entellus

January 26, 2015 S-1/A

ENTL / Entellus Medical, Inc. S-1/A - - AMENDMENT NO. 2 TO FORM S-1

S-1/A 1 d786085ds1a.htm AMENDMENT NO. 2 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on January 26, 2015 Registration No. 333-201237 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its char

January 26, 2015 CORRESP

ENTL / Entellus Medical, Inc. CORRESP - -

CORRESP ENTELLUS MEDICAL, INC. 3600 Holly Lane North, Suite 40 Plymouth, Minnesota 55447 January 26, 2015 VIA EDGAR Transmission Amanda Ravitz Assistant Director Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Entellus Medical, Inc. Registration Statement on Form S-1 Filed December 23, 2014 File No. 333-201237 Dear Ms. Ravitz: In

January 23, 2015 8-A12B

ENTL / Entellus Medical, Inc. 8-A12B - - FORM 8-A

Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 20-4627978 (State of incorporation or organization) (I.R.S. Employer Identification No.) 3600 Holly L

January 15, 2015 EX-10.4

Entellus Medical, Inc. 2015 Incentive Award Plan (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on January 15, 2015, SEC File No. 333-201237)

EX-10.4 Exhibit 10.4 ENTELLUS MEDICAL, INC. 2015 INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of the Entellus Medical, Inc. 2015 Incentive Award Plan (the “Plan”) is to promote the success and enhance the value of Entellus Medical, Inc., a Delaware corporation (the “Company”) by linking the individual interests of Employees, Consultants, and members of the Board to those of the Company’s st

January 15, 2015 EX-10.4(B)

ENTELLUS MEDICAL, INC. 2015 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE

EX-10.4(b) Exhibit 10.4(b) ENTELLUS MEDICAL, INC. 2015 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Entellus Medical, Inc., a Delaware corporation, (the “Company”), pursuant to its 2015 Incentive Award Plan (as may be amended from time to time, the “Plan”), hereby grants to the holder listed below (the “Participant”) an award of restricted stock units (the “RSUs”). Each RSU repres

January 15, 2015 EX-10.12

SEVERANCE AGREEMENT

EX-10.12 Exhibit 10.12 SEVERANCE AGREEMENT This Severance Agreement (this “Agreement”), effective as of January 1, 2015 (the “Amended Effective Date”) is between Entellus Medical, Inc., a Delaware corporation (“Entellus”) and James Surek (the “Covered Employee”). This Agreement amends and restates in its entirety the Original Agreement (as defined below) and is effective as of the Amended Effectiv

January 15, 2015 EX-10.13

ENTELLUS MEDICAL, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

EX-10.13 Exhibit 10.13 ENTELLUS MEDICAL, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Entellus Medical, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) for non-employee directors (the “Directors”) of the board of directors of the Company (the “Board”) shall be effective upon the closing of the Company’s initial public offering of its common stock (the “Effe

January 15, 2015 S-1/A

ENTL / Entellus Medical, Inc. S-1/A - - S-1/A

S-1/A 1 d786085ds1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 15, 2015 Registration No. 333-201237 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENTELLUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 3841 20-

January 15, 2015 EX-3.7

CERTIFICATE OF AMENDMENT NO. 3 TO THE SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ENTELLUS MEDICAL, INC.

EX-3.7 2 d786085dex37.htm EX-3.7 Exhibit 3.7 CERTIFICATE OF AMENDMENT NO. 3 TO THE SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ENTELLUS MEDICAL, INC. Entellus Medical, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: The present name of the corpor

January 15, 2015 EX-10.7

CONFIDENTIAL SETTLEMENT AGREEMENT AND NON-EXCLUSIVE PATENT LICENSE AGREEMENT

EX-10.7 Exhibit 10.7 [***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL SETTLEMENT AGREEMENT AND NON-EXCLUSIVE PATENT LICENSE AGREEMENT This Confidential Settlement Agreement and Non-Exclusive Patent license Agreement (“Agreement”),

January 15, 2015 EX-4.1

Form of Common Stock Certificate of Entellus Medical, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 15, 2015, SEC File No. 333-201237)

EX-4.1 Exhibit 4.1 - ENTELLUS MEDICAL, INC. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AN

January 15, 2015 EX-10.1(B)

FOURTH AMENDMENT TO ENTELLUS MEDICAL, INC. 2006 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED NOVEMBER 12, 2009, AS AMENDED ADOPTED BY THE BOARD OF DIRECTORS ON JANUARY 7, 2015

EX-10.1(b) Exhibit 10.1(b) FOURTH AMENDMENT TO ENTELLUS MEDICAL, INC. 2006 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED NOVEMBER 12, 2009, AS AMENDED ADOPTED BY THE BOARD OF DIRECTORS ON JANUARY 7, 2015 Section 4.1 of the Plan, as last amended as of December 22, 2014, shall be further amended and restated in its entirety to read as follows: “4.1 Maximum Number of Shares Available; Certain Restric

January 15, 2015 EX-10.5

Entellus Medical, Inc. 2015 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on January 15, 2015, SEC File No. 333-201237)

EX-10.5 Exhibit 10.5 ENTELLUS MEDICAL, INC. 2015 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE, SCOPE AND ADMINISTRATION OF THE PLAN 1.1 Purpose and Scope. The purpose of the Entellus Medical, Inc. 2015 Employee Stock Purchase Plan (the “Plan”) is to assist employees of Entellus Medical, Inc. and its Designated Subsidiaries in acquiring a stock ownership interest in the Company pursuant to a pla

January 15, 2015 EX-10.10

SEVERANCE AGREEMENT

EX-10.10 Exhibit 10.10 SEVERANCE AGREEMENT This Severance Agreement (this “Agreement”), effective as of January 1, 2015 (the “Amended Effective Date”) is between Entellus Medical, Inc., a Delaware corporation (“Entellus”) and Brian Farley (the “Covered Employee”). This Agreement amends and restates in its entirety the Original Agreement (as defined below) and is effective as of the Amended Effecti

January 15, 2015 EX-10.4(A)

ENTELLUS MEDICAL, INC. 2015 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE

EX-10.4(a) Exhibit 10.4(a) ENTELLUS MEDICAL, INC. 2015 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Entellus Medical, Inc., a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (as may be amended from time to time, the “Plan”), hereby grants to the individual listed below (the “Optionee”), an option to purchase the number of shares of Common Stock, par value $0.001 p

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