SEC Form 4 · accession 0000899243-17-024503

OptiNose, Inc. · OPTN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Avista Capital Partners II, L.P.

10% Owner

Avista Capital Partners (Offshore) II, L.P.

10% Owner

Avista Capital Partners (Offshore) II-A, LP

10% Owner

Avista Capital Partners II GP, LLC

10% Owner

Period of report

Oct 17, 2017

Accepted (ET)

Oct 19, 2017 · 5:39 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001494650

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F4	Oct 17, 2017	A	887,721	$16.00	A	988,292	I	By Avista Capital investment fund
Common Stock^F5	Oct 17, 2017	A	291,516	$16.00	A	4,290,651	I	By Avista Capital investment fund
Common Stock^F6	Oct 17, 2017	A	70,763	$16.00	A	1,041,511	I	By Avista Capital investment fund
Common Stock^F1,F7,F4	Oct 17, 2017	C	12,077,563	—	A	13,065,855	I	By Avista Capital investment fund
Common Stock^F2,F7,F5	Oct 17, 2017	C	3,966,107	—	A	4,290,651	I	By Avista Capital investment fund
Common Stock^F3,F7,F6	Oct 17, 2017	C	962,735	—	A	1,041,511	I	By Avista Capital investment fund

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series C Convertible Preferred Stock^F4,F7	—	Oct 17, 2017	C	2,786,097	D	—	—	Common Stock	8,045,969	I
Series C Convertible Preferred Stock^F5,F7	—	Oct 17, 2017	C	914,916	D	—	—	Common Stock	2,642,185	I
Series C Convertible Preferred Stock^F6,F7	—	Oct 17, 2017	C	222,089	D	—	—	Common Stock	641,370	I
Series C-1 Convertible Preferred Stock^F4,F7	—	Oct 17, 2017	C	824,986	D	—	—	Common Stock	2,382,477	I
Series C-1 Convertible Preferred Stock^F5,F7	—	Oct 17, 2017	C	270,915	D	—	—	Common Stock	782,375	I
Series C-1 Convertible Preferred Stock^F6,F7	—	Oct 17, 2017	C	65,761	D	—	—	Common Stock	189,911	I
Series C-2 Convertible Preferred Stock^F4,F7	—	Oct 17, 2017	C	354,855	D	—	—	Common Stock	1,024,785	I
Series C-2 Convertible Preferred Stock^F5,F7	—	Oct 17, 2017	C	116,529	D	—	—	Common Stock	336,524	I
Series C-2 Convertible Preferred Stock^F6,F7	—	Oct 17, 2017	C	28,286	D	—	—	Common Stock	81,687	I
Series D Convertible Preferred Stock^F4,F7	—	Oct 17, 2017	C	216,189	D	—	—	Common Stock	624,332	I
Series D Convertible Preferred Stock^F5,F7	—	Oct 17, 2017	C	216,189	D	—	—	Common Stock	205,023	I
Series D Convertible Preferred Stock^F6,F7	—	Oct 17, 2017	C	17,233	D	—	—	Common Stock	49,767	I

Explanation of responses

F1Represents shares of the Issuer received by Avista Capital Partners II, L.P. ("ACP II") upon the conversion of Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series C-2 Convertible Preferred Stock and Series D Convertible Preferred Stock upon the closing of the Issuer's initial public offering.
F2Represents shares of the Issuer received by Avista Capital Partners (Offshore) II, L.P. ("ACP II Offshore") upon the conversion of Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series C-2 Convertible Preferred Stock and Series D Convertible Preferred Stock upon the closing of the Issuer's initial public offering.
F3Represents shares of the Issuer received by Avista Capital Partners (Offshore) II-A, LP ("ACP II-A Offshore") upon the conversion of Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series C-2 Convertible Preferred Stock and Series D Convertible Preferred Stock upon the closing of the Issuer's initial public offering.
F4Represents shares of the Issuer held by ACP II. Avista Capital Partners II GP, LLC ("ACP II GP") is the general partner of ACP II. As a result, ACP II GP may be deemed to share voting and investment power with respect to the shares held by ACP II. Each of ACP II and ACP II GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
F5Represents shares of the Issuer held by ACP II Offshore. ACP II GP is the general partner of ACP II Offshore. Mr. Venkataraman is a member of the investment committee of ACP II GP. As a result, ACP II GP may be deemed to share voting and investment power with respect to the shares held by ACP II Offshore. Each of ACP II Offshore and ACP II GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
F6Represents shares of the Issuer held by ACP II-A Offshore. ACP II GP is the general partner of ACP II-A Offshore. Mr. Venkataraman is a member of the investment committee of ACP II GP. As a result, ACP II GP may be deemed to share voting and investment power with respect to the shares held by ACP II-A Offshore. Each of ACP II-A Offshore and ACP II GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
F7Each share of Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series C-2 Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into Common Stock on a 1-for-2.8879 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series C-2 Convertible Preferred Stock and Series D Convertible Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering and had no expiration date.