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Filing Details

Accession Number:: 0001104659-18-031863
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-05-09 21:19:04
Reporting Period:: 2018-05-02

Accepted Time:: 2018-05-09 21:19:04
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1609550	Inspire Medical Systems Inc.	INSP	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1474322	M Casey Tansey	C/O Inspire Medical Systems, Inc. 9700 63Rd Avenue North, Suite 200 Maple Grove MN 55369		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2018-05-07	360,902	$0.00	360,902	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2018-05-07	389,893	$0.00	750,795	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2018-05-07	472,581	$0.00	1,223,376	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2018-05-07	210,147	$0.00	1,433,523	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2018-05-07	163,962	$0.00	1,597,485	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2018-05-07	570,769	$0.00	2,168,254	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2018-05-07	187,500	$16.00	187,500	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2018-05-07	2,400,000	$0.00	360,902	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2018-05-07	2,102,315	$0.00	389,893	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2018-05-07	3,142,670	$0.00	472,581	$0.00
Common Stock	Series D Convertible Preferred Stock	Disposition	2018-05-07	1,397,478	$0.00	210,147	$0.00
Common Stock	Series E Convertible Preferred Stock	Disposition	2018-05-07	948,855	$0.00	163,962	$0.00
Common Stock	Series F Convertible Preferred Stock	Disposition	2018-05-07	3,795,620	$0.00	570,769	$0.00
Common Stock	Employee Stock Option (right to buy)	Acquisiton	2018-05-02	17,296	$0.00	17,296	$16.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
17,296	2028-05-02	No	4	A	Direct

Footnotes

Shares of Series A, Series C, Series D and Series F Convertible Preferred Stock automatically converted into shares of the Issuer's Common Stock at a 1-for-0.1504 conversion rate immediately prior to the closing of the Issuer's initial public offering ("IPO") for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Issuer's Sixth Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation")). These shares had no expiration date.
Shares of Series B Convertible Preferred Stock automatically converted into shares of the Issuer's Common Stock at a 1-for-0.1855 conversion rate immediately prior to the closing of the Issuer's IPO for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Issuer's Certificate of Incorporation). These shares had no expiration date.
Shares of Series E Convertible Preferred Stock automatically converted into shares of the Issuer's Common Stock at a 1-for-0.1728 conversion rate immediately prior to the closing of the Issuer's IPO for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Issuer's Certificate of Incorporation). These shares had no expiration date.
The shares are held of record by U.S. Venture Partners IX, L.P. ("USVP IX"). Presidio Management Group IX, LLC ("PMG IX") is the general partner of USVP IX and may be deemed to have sole voting and dispositive power over the shares held by USVP IX. Casey Tansey, a director of the Issuer, and each of Irwin Federman, Steven M. Krausz, David E. Liddle, Paul A. Matteucci, Jonathan D. Root, and Philip M. Young, are managing members of PMG IX, and may be deemed to share voting and dispositive power over the shares held by USVP IX. Such persons and entities disclaim beneficial ownership of shares held by USVP IX, except to the extent of any proportionate pecuniary interest therein.
The option vests and becomes exercisable on May 2, 2019, subject to the Reporting Person's continuous service to the Issuer through such date. The option was erroneously included on the Reporting Person's Form 3 filed on May 2, 2018.