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Filing Details

Accession Number:: 0001104659-18-031869
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-05-09 21:22:26
Reporting Period:: 2018-05-02

Accepted Time:: 2018-05-09 21:22:26
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
1609405	Quang Chau Khuong	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	1,582,904	$0.00	1,582,904	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2018-05-07	548,817	$0.00	2,131,721	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2018-05-07	312,500	$16.00	2,444,221	No	4	P	Indirect	See Footnotes

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

Reported Derivative Transactions

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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
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
17,296	2028-05-02	No	4	A	Direct

Footnotes

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.
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.
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. The Reporting Person is an employee of Advisors.
Each of the Reporting Person, GP V and Advisors disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person, including the Reporting Person, is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
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.