Filing Details

Accession Number:
0001104659-18-031867
Form Type:
4
Zero Holdings:
No
Publication Time:
2018-05-09 21:21:12
Reporting Period:
2018-05-07
Accepted Time:
2018-05-09 21:21:12
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1609550 Inspire Medical Systems Inc. INSP () DE
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1055951 Orbimed Advisors Llc 601 Lexington Avenue, 54Th Floor
New York NY 10022
No No Yes No
1615374 Orbimed Capital Gp V Llc 601 Lexington Avenue, 54Th Floor
New York NY 10022
No No Yes No
Reported Non-Derivative Transactions
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 1,582,904 $0.00 1,582,904 No 4 C Direct
Common Stock Acquisiton 2018-05-07 548,817 $0.00 2,131,721 No 4 C Direct
Common Stock Acquisiton 2018-05-07 312,500 $16.00 2,444,221 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Direct
No 4 C Direct
No 4 P Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Series E Convertible Preferred Stock Disposition 2018-05-07 9,160,305 $0.00 1,582,904 $0.00
Common Stock Series F Convertible Preferred Stock Disposition 2018-05-07 3,649,635 $0.00 548,817 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 C Direct
0 No 4 C Direct
Footnotes
  1. 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 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.
  2. Shares of 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 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.
  3. These securities are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the sole general partner of OPI V, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of GP V. By virtue of such relationships, GP V and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI V noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI V.
  4. This report on Form 4 is jointly filed by GP V and Advisors. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, currently Chau Khuong, an employee of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.