SEC FORM 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

GALLAHUE KIERAN

(Last)

(First)

(Middle)

C/O INTERSECT ENT, INC.

1555 ADAMS DRIVE

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Intersect ENT, Inc. [ XENT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/13/2022		U⁽¹⁾		3,239	D	$ 28.25 ⁽¹⁾	5,011	D
Common Stock	05/13/2022		U⁽²⁾		5,011	D	$ 28.25 ⁽²⁾	0	D
Common Stock	05/13/2022		U⁽²⁾		29,262	D	$ 28.25 ⁽²⁾	0	I	See Footnote ⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$ 25.1	05/13/2022		U⁽⁴⁾			120,064	⁽⁴⁾	05/06/2029	Common Stock	120,064	$ 28.25 ⁽⁴⁾	0	D
Stock Option (right to buy)	$ 21	05/13/2022		U⁽⁴⁾			3,390	⁽⁴⁾	03/15/2031	Common Stock	3,390	$ 28.25 ⁽⁴⁾	0	D
Stock Option (right to buy)	$ 17.01	05/13/2022		U⁽⁴⁾			82,387	⁽⁴⁾	09/29/2029	Common Stock	82,387	$ 28.25 ⁽⁴⁾	0	D
Stock Option (right to buy)	$ 16.5	05/13/2022		U⁽⁴⁾			5,734	⁽⁴⁾	06/02/2031	Common Stock	5,734	$ 28.25 ⁽⁴⁾	0	D
Stock Option (right to buy)	$ 13.79	05/13/2022		U⁽⁴⁾			12,500	⁽⁴⁾	06/01/2026	Common Stock	12,500	$ 28.25 ⁽⁴⁾	0	D
Stock Option (right to buy)	$ 11.84	05/13/2022		U⁽⁴⁾			9,666	⁽⁴⁾	06/03/2030	Common Stock	9,666	$ 28.25 ⁽⁴⁾	0	D
Stock Options (Right to buy)	$ 42.05	05/13/2022		U⁽⁴⁾			3,473	⁽⁴⁾	06/04/2028	Common Stock	3,473	$ 28.25 ⁽⁴⁾	0	D
Stock Options (Right to buy)	$ 26.05	05/13/2022		U⁽⁴⁾			6,035	⁽⁴⁾	05/31/2027	Common Stock	6,035	$ 28.25 ⁽⁴⁾	0	D
Stock Options (Right to buy)	$ 25.31	05/13/2022		U⁽⁴⁾			25,000	⁽⁴⁾	04/07/2025	Common Stock	25,000	$ 28.25 ⁽⁴⁾	0	D
Stock Options (Right to buy)	$ 13.05	05/13/2022		U⁽⁴⁾			13,248	⁽⁴⁾	01/17/2027	Common Stock	13,248	$ 28.25 ⁽⁴⁾	0	D

Explanation of Responses:

1. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit that was subject to vesting conditions based solely on continued employment with or service to the Company or any of its subsidiaries (each, an 'Issuer RSU') that was outstanding and unvested immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Issuer RSU and (2) the Common Stock Merger Consideration, subject to any required withholding of taxes.

2. Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the 'Merger Agreement'), dated August 6, 2021, by and among the Issuer, Medtronic, Inc. ('Parent') and Project Kraken Merger Sub, Inc., a wholly-owned subsidiary of Parent ('Merger Sub'), including the consummation of the merger (the 'Merger') between Issuer and Merger Sub on May 13, 2022. Pursuant to the Merger Agreement, as of the effective time of the Merger (the 'Effective Time'), [each outstanding share of Issuer common stock, $0.001 par value per share ('Issuer Common Stock'), was cancelled, retired and converted into the right to receive an amount equal to $28.25 in cash, without interest thereon (the 'Common Stock Merger Consideration'), subject to any required withholding of taxes].

3. The reportable securities are held by the Gallahue Irrevocable Trust.

4. Pursuant to the Merger Agreement, at the Effective Time, each option granted by the Issuer to purchase Issuer Common Stock other than options subject to performance-based vesting conditions (each, an 'Issuer Option') that was outstanding and unexercised as of immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Issuer Option and (2) the excess, if any, of the Common Stock Merger Consideration over the exercise price of such Issuer Option, subject to any required withholding of taxes.

	/s/ Patrick A. Broderick, Attorney-in-Fact for Kieran T. Gallahue	05/16/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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KGALLAHUEPOA

POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of
THOMAS A. WEST, RICHARD A. MEIER and PATRICK A. BRODERICK of
Intersect ENT, Inc. (the
"Company") and MATTHEW B. REMINGTON and KRIS TAMASHIRO of Cooley
LLP, signing individually, the undersigned's true and lawful
attorneys-in-fact and agents to:
        (l)	Prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the Securities and Exchange
Commission (the "SEC'), a Form ID, Uniform Application for Access
Codes to File on EDGAR, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords
enabling the undersigned to make electronic filings with the SEC of
reports required by Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act'), or any rule or regulation
thereunder;
        (2)	Prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the SEC Forms 3, 4, and 5
(including amendments thereto and joint filing agreements in
connection therewith) in accordance with Section 16(a) of the Exchange
Act and the rules thereunder in the undersigned's capacity as an
officer, director, or beneficial owner of more than 10% of a
registered class of securities of the Company;
        (3)	Do and perform any and all acts for and on behalf of
the undersigned that may be necessary or desirable to prepare and
execute any such Form 3, 4, or 5 (including amendments thereto and
joint filing agreements in connection therewith) and file such forms
with the SEC and any stock exchange, self-regulatory association or
any similar authority; and
        (4)	Take any other action of any type whatsoever in connection
with the foregoing that, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required of
the undersigned, it being understood that the documents executed by
the attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
        The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, and their substitutes, in serving
in such capacity at the request of the undersigned, are not
assuming (nor is the Company assuming) any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.
        This Power of Attorney shall remain in full force and effect
until the earliest to occur of the following: (a) the undersigned
is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of, and transactions in, securities issued
by the Company, (b) revocation by the undersigned in a signed
writing delivered to the Company and the foregoing attorneys-in
fact, or (c) as to any attorney-in-fact individually, until such
attorney-in-fact is no longer employed by the Company or Cooley
LLP, as applicable.
        IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of the date written below.

/s/ Kieran T. Gallahue
Kieran T. Gallahue

7/12/21
Date