13D Filing: Discovery Group I, LLC and Entellus Medical Inc (ENTL)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Discovery Equity Partners 2,163,929 2,163,929 2,163,929 8.5%
Discovery Group I 2,163,929 2,163,929 2,163,929 8.5%

Page 1 of 8 – SEC Filing

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 Securities)

 

29363K105

(CUSIP Number)

Discovery Group I, LLC

300 South Wacker Drive

Suite 600

Chicago, Illinois 60606

Telephone Number: (312)
265-9600

(Name, Address and Telephone
Number of Person

Authorized to Receive Notices
and Communications)

August 21, 2017

(Date of Event which Requires
Filing of this Statement)

If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.

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

The information required on
the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).

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Page 2 of 8 – SEC Filing

CUSIP
No. 49363K105
1.

Names of Reporting Persons.

Discovery Equity Partners, L.P.

2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨
(b)  ¨
3. SEC
Use Only
4.

Source of Funds (See Instructions)

WC

5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
¨
6.

Citizenship or Place of Organization

Illinois

Number
of

Shares
Beneficially
Owned by
Each
Reporting
Person With
7.

Sole Voting Power

None.

8. Shared
Voting Power

2,163,929
9.

Sole Dispositive Power

None.

10.

Shared Dispositive Power

2,163,929

11.

Aggregate Amount Beneficially Owned by Each Reporting
Person

2,163,929

12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   
¨
13. Percent
of Class Represented by Amount in Row (11)

8.5%
14. Type
of Reporting Person (See Instructions)

PN

  

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Page 3 of 8 – SEC Filing

CUSIP
No. 49363K105
1.

Names of Reporting Persons.

Discovery Group I, LLC

2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨
(b)  ¨
3. SEC
Use Only
4.

Source of Funds (See Instructions)

AF

5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
¨
6.

Citizenship or Place of Organization

Delaware

Number
of

Shares
Beneficially
Owned by
Each
Reporting
Person With
7.

Sole Voting Power

None.

8.

Shared Voting Power

2,163,929

9.

Sole Dispositive Power

None.

10.

Shared Dispositive Power

2,163,929

11.

Aggregate Amount Beneficially Owned by Each Reporting
Person

2,163,929

12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   
¨
13.

Percent of Class Represented by Amount in Row (11)

8.5%

14.

Type of Reporting Person (See Instructions)

IA

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Page 4 of 8 – SEC Filing

Item 1. Security and Issuer
This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) relates to the
Common Stock, par value $0.001 per share (the “Common Stock”), of Entellus Medical, Inc., a Delaware corporation
(the “Company”), which has its principal executive offices at 3600 Holly Lane North, Suite 40, Plymouth,
MN 55447.  This Amendment No. 4 amends and supplements, as set forth below, the information contained in items 1,
3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on March 6, 2017, as amended by
Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on March 14, 2017, as amended by Amendment
No. 2 thereto filed by the Reporting Persons with respect to the Company on March 28, 2017, and as amended by Amendment No.
3 thereto filed by the Reporting Persons with respect to the Company on May 8, 2017 (as so amended, the “Schedule
13D
”).  All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule
13D.  Except as amended by this Amendment No. 4, all information contained in the Schedule 13D is, after reasonable
inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this
Amendment No. 4.
Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is
hereby amended to read in its entirety as follows:

The total purchase price for the
2,163,929 shares of Common Stock beneficially owned by the Reporting Persons as of August 21, 2017 was approximately $31,973,385.
The source of such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin
loan facilities maintained in the ordinary course of business by Discovery Equity Partners with a broker on customary
terms and conditions. Discovery Equity Partners is the legal owner of all of the Common Stock beneficially owned by Discovery
Group.

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Page 5 of 8 – SEC Filing

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is
hereby amended to read in its entirety as follows:

The information concerning percentages
of ownership set forth below is based on 25,371,181 shares of Common Stock outstanding as of July 28, 2017 in the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.

Discovery Equity Partners beneficially
owns 2,163,929 shares of Common Stock as of August 21, 2017, which represents 8.5% of the outstanding Common Stock.

Discovery Group beneficially owns
2,163,929 shares of Common Stock as of August 21, 2017, which represents 8.5% of the outstanding Common Stock.

Discovery Group is the investment
manager of Discovery Equity Partners.   Discovery Group exercises ultimate voting and dispositive power of the
securities held by Discovery Equity Partners. As a consequence, Discovery Group may be deemed to share beneficial ownership
of all of the shares of Common Stock owned by Discovery Equity Partners. Voting and disposition decisions at Discovery
Group with respect to the investment of such securities are made by a five-person investment committee (the “Committee”)
which makes such investment decisions by majority vote. No member of the Committee may act individually to vote or sell
shares of Common Stock held by Discovery Equity Partners, nor does any such member have a veto right concerning the vote
or sale of any such common stock. Accordingly, no individual member of the Committee is deemed to beneficially own, and
each individual member of the Committee expressly disclaims beneficial ownership of, within the meaning of Rule 13d-3,
any shares of Common Stock held by Discovery Equity Partners solely by virtue of the fact that he or she is a member of
the Committee.

The transactions in Common Stock
effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.

No person other than Discovery
Equity Partners is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is
hereby amended to read in its entirety as follows:

There are no contracts, arrangements,
understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person
with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery Equity
Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons
with respect to the Schedule 13D that was included as an exhibit thereto, the Joint Filing Agreement of the Reporting
Persons with respect to this Amendment No. 4 included as Exhibit 2 to this Amendment No. 4, and the Power
of Attorney granted by Michael R. Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934,
as amended, which Power of Attorney is included as Exhibit 3 to this Amendment No. 4.

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Page 6 of 8 – SEC Filing

Item 7. Material to Be Filed as Exhibits
Exhibit 1:          List
of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this
filing.
Exhibit 2:          Joint
Filing Agreement dated as of August 22, 2017, by and between Discovery Equity Partners and Discovery Group.
Exhibit 3:          Power
of Attorney of Michael R. Murphy, dated as of April 28, 2008.

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Page 7 of 8 – SEC Filing

Signature

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

August 22, 2017
Date
DISCOVERY EQUITY PARTNERS, L.P.
By:  Michael R. Murphy*
Signature
Michael R. Murphy, Manager
Name/Title
DISCOVERY GROUP I, LLC
By:  Michael R. Murphy *
Signature
Michael R. Murphy, Manager
Name/Title
*By: /s/ Mark Buckley
Mark Buckley
Attorney-in-Fact for Michael R. Murphy

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Page 8 of 8 – SEC Filing

Exhibit Index

 

Exhibit 1

List of transactions effected
by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.

Exhibit 2

Joint
Filing Agreement dated as of August 22, 2017, by and between Discovery Equity Partners and Discovery Group.

Exhibit 3 Power of Attorney of Michael
R. Murphy, dated as of April 28, 2008.

 

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