Form SC 13D/A ENTELLUS MEDICAL INC Filed by: Discovery Group I, LLC
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 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) |
| November 14, 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).
| CUSIP No. 59363K105 | |||
| 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 1,913,978 | |
| 9. | Sole Dispositive Power None. | |
| 10. | Shared Dispositive Power 1,913,978 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,913,978 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount in Row (11) 7.5% | |
| 14. | Type of Reporting Person (See Instructions) PN | |
| CUSIP No. 59363K105 | |||
| 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 1,913,978 | |
| 9. | Sole Dispositive Power None. | |
| 10. | Shared Dispositive Power 1,913,978 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,913,978 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount in Row (11) 7.5% | |
| 14. | Type of Reporting Person (See Instructions) IA | |
| Item 1. | Security and Issuer |
| This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) 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. 5 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, as amended by Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on May 8, 2017, and as amended by Amendment No. 4 thereto filed by the Reporting Persons with respect to the Company on August 22, 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. 5, 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. 5. | |
| 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 1,913,978 shares of Common Stock beneficially owned by the Reporting Persons as of November 14, 2017 was approximately $28,027,282. 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. |
| 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 25,474,059 shares of Common Stock outstanding as of November 1, 2017 in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
Discovery Equity Partners beneficially owns 1,913,978 shares of Common Stock as of November 14, 2017, which represents 7.5% of the outstanding Common Stock.
Discovery Group beneficially owns 1,913,978 shares of Common Stock as of November 14, 2017, which represents 7.5% 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. 5 included as Exhibit 2 to this Amendment No. 5, 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. 5. |
| 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 November 15, 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. |
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.
| November 15, 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 |
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 November 15, 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. |
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. Such transactions involved the sale of shares on the NASDAQ Stock Market. Certain of the prices reported below reflect the weighted average sale price of the shares of Common Stock sold on the relevant date. The Reporting Persons hereby undertake to provide upon request to the SEC staff full information regarding the number of shares and prices at which each transaction was effected.
| Date | Type | Price | Shares | ||||||||
| 10/4/2017 | Sale | $ | 20.0632 | 1 | 12500 | ||||||
| 10/5/2017 | Sale | $ | 19.9584 | 2 | 12500 | ||||||
| 10/6/2017 | Sale | $ | 20.1282 | 3 | 12350 | ||||||
| 10/9/2017 | Sale | $ | 19.8435 | 4 | 29704 | ||||||
| 10/10/2017 | Sale | $ | 19.6043 | 5 | 6699 | ||||||
| 10/11/2017 | Sale | $ | 19.7506 | 6 | 7400 | ||||||
| 10/12/2017 | Sale | $ | 19.1998 | 7 | 19961 | ||||||
| 10/13/2017 | Sale | $ | 19.0594 | 8 | 1600 | ||||||
| 10/20/2017 | Sale | $ | 19.0243 | 9 | 700 | ||||||
| 11/6/2017 | Sale | $ | 16.9982 | 10 | 8292 | ||||||
| 11/7/2017 | Sale | $ | 16.2705 | 11 | 12290 | ||||||
| 11/8/2017 | Sale | $ | 15.6561 | 12 | 12800 | ||||||
| 11/9/2017 | Sale | $ | 15.8045 | 13 | 12800 | ||||||
| 11/10/2017 | Sale | $ | 15.9466 | 14 | 12500 | ||||||
| 11/13/2017 | Sale | $ | 16.0000 | 1400 | |||||||
| 11/14/2017 | Sale | $ | 16.1596 | 15 | 12500 | ||||||
1 This transaction was executed in multiple trades at prices ranging from $19.74 – 20.20.
2 This transaction was executed in multiple trades at prices ranging from $19.82 – 20.06.
3 This transaction was executed in multiple trades at prices ranging from $20.00 – 20.30.
4 This transaction was executed in multiple trades at prices ranging from $19.61 – 20.03.
5 This transaction was executed in multiple trades at prices ranging from $19.50 – 19.72.
6 This transaction was executed in multiple trades at prices ranging from $19.65 – 19.89.
7 This transaction was executed in multiple trades at prices ranging from $19.01 – 19.555.
8 This transaction was executed in multiple trades at prices ranging from $19.00 – 19.13.
9 This transaction was executed in multiple trades at prices ranging from $19.00 – 19.05.
10 This transaction was executed in multiple trades at prices ranging from $16.78 – 17.53.
11 This transaction was executed in multiple trades at prices ranging from $16.06 – 16.61.
12 This transaction was executed in multiple trades at prices ranging from $15.51 – 16.02.
13 This transaction was executed in multiple trades at prices ranging from $15.52 – 15.97.
14 This transaction was executed in multiple trades at prices ranging from $15.75 – 16.04.
15 This transaction was executed in multiple trades at prices ranging from $16.00 – 16.32.
EXHIBIT 2
JOINT FILING AGREEMENT
The undersigned hereby agree to the joint filing of the Amendment No. 5 to Schedule 13D to which this Agreement is attached.
Dated: November 15, 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 | ||
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 Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.
IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.
| /s/ Michael R. Murphy | |
| Michael R. Murphy |
| STATE OF ILLINOIS | ) |
| ) SS. | |
| COUNTY OF COOK | ) |
I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Michael R. Murphy, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.
Given under my hand and notarial seal, this 28th day of April, 2008.
| /s/ Kareema M. Cruz | |
| Notary Public |