SEC Form 4 · accession 0001104659-17-062492
OptiNose, Inc. · OPTN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 17, 2017
Accepted (ET)
Oct 17, 2017 · 2:17 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 StockF1,F2,F3 | Oct 17, 2017 | C | 1,687,166 | — | A | 2,740,065 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF4,F2 | — | Oct 17, 2017 | C | 285,480 | D | — | — | Common Stock | 824,436 | 0 | D |
| Series B-1 Preferred StockF4,F2 | — | Oct 17, 2017 | C | 35,680 | D | — | — | Common Stock | 103,040 | 0 | D |
| Series C Preferred StockF4,F2 | — | Oct 17, 2017 | C | 34,300 | D | — | — | Common Stock | 99,055 | 0 | D |
| Series C-1 Preferred StockF4,F2 | — | Oct 17, 2017 | C | 113,842 | D | — | — | Common Stock | 328,764 | 0 | D |
| Series C-2 Preferred StockF4,F2 | — | Oct 17, 2017 | C | 69,256 | D | — | — | Common Stock | 200,004 | 0 | D |
| Series D Preferred StockF4,F2 | — | Oct 17, 2017 | C | 45,662 | D | — | — | Common Stock | 131,867 | 0 | D |
Explanation of responses
- F1Represents the total number of shares of Common Stock received by Entrepreneurs Fund LP ("EF LP") upon conversion of Series A, Series B-1, Series C, Series C-1, Series C-2 and Series D Preferred Stock in connection with the closing of the Issuer's initial public offering.
- F2The Series A, Series B-1, Series C, Series C-1, Series C-2 and Series D Preferred Stock converted into Common Stock on a 2.8879-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A, Series B-1, Series C, Series C-1, Series C-2 and Series D Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date.
- F3The shares are directly held by EF LP. The general partner of EF LP is Entrepreneurs Fund General Partner Limited ("EF GP"). The managing directors of EF GP are Colin Dow and Paul Bradshaw. Each of EF GP, Colin Dow and Paul Bradshaw disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, if any.
- F4Each of EF GP, Colin Dow and Paul Bradshaw disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, if any.