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ENTL Entellus Medical, Inc. (delisted)

24.00
0.00 (0.00%)
24 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Entellus Medical, Inc. (delisted) NASDAQ:ENTL NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 24.00 0.01 199,999.99 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

28/02/2018 8:55pm

Edgar (US Regulatory)


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

STRYKER CORP
2. Issuer Name and Ticker or Trading Symbol

ENTELLUS MEDICAL INC [ ENTL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
See Footnotes
(Last)          (First)          (Middle)

2825 AIRVIEW BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

2/28/2018
(Street)

KALAMAZOO, MI 49002
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value per share   2/28/2018     J    26012704   (1) (2) (3) (4) A   (1) (2) (3) 26012704   (1) (2) (3) (4) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)     (1) (2) (3) 2/28/2018     J      4014619   (1) (2) (3)        (1) (2) (3)   (1) (2) (3) Common Stock, $0.001 par value per share   4014619.0     (1) (2) (3) 4014619   (1) (2) (3) D    

Explanation of Responses:
(1)  On February 28, 2018, pursuant to the Agreement and Plan of Merger, dated as of December 7, 2017 (the "Merger Agreement"), by and among Entellus Medical, Inc., a Delaware corporation ("Entellus"), Stryker Corporation, a Michigan corporation ("Stryker"), and Explorer Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Stryker ("Merger Sub"), Merger Sub merged with and into Entellus, with Entellus continuing as the surviving corporation and a direct or indirect wholly owned subsidiary of Stryker (the "Merger").
(2)  Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time") each share of common stock, par value $0.001 per share, of Entellus (the "Entellus Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares held by Entellus, Stryker, any subsidiary of Stryker or a stockholder who properly exercised and perfected appraisal of his, her or its shares under Delaware law), which totaled 25,761,443 shares, was cancelled and converted into the right to receive, in accordance with the Merger Agreement, $24.00 per share in cash, without interest and subject to applicable withholding taxes (such amount of cash, the "Merger Consideration").
(3)  In addition, at the Effective Time and as a result of the Merger, (i) each option to purchase shares of Entellus Common Stock that was outstanding immediately prior to the Effective Time, whether vested or unvested (which represented 4,014,619 shares of Entellus Common Stock underlying such options, with 3,839,119 of these options having net exercise prices less than the Merger Consideration), was cancelled and converted into the right to receive a cash payment equal to the Merger Consideration, net of the exercise price, and (ii) each award of restricted stock units covering shares of Entellus Common Stock that was outstanding immediately prior to the Effective Time, whether vested or unvested (covering in the aggregate 251,261 shares of Entellus Common Stock), was cancelled and converted into the right to receive a cash payment equal to the product of the Merger Consideration and the number of shares subject to the award.
(4)  In connection with entering into the Merger Agreement, certain stockholders of Entellus (collectively, the "Subject Stockholders") entered into voting agreements (the "Voting Agreements") with Stryker pursuant to which the Subject Stockholders agreed, among other things, to vote their Entellus securities, including shares of Entellus Common Stock, restricted stock awards and options (collectively, the "Voting Agreement Shares"), in favor of the Merger. On December 18, 2017, Stryker filed a Form 3 with respect to the Voting Agreement Shares; however, in such filing Stryker disclaimed any "pecuniary interest" or beneficial ownership interests in the Voting Agreement Shares. Upon the Effective Time, each of the Voting Agreements terminated by its terms.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
STRYKER CORP
2825 AIRVIEW BOULEVARD
KALAMAZOO, MI 49002

X
See Footnotes

Signatures
/s/ GLENN S. BOEHNLEIN 2/28/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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