SEC Form 4 · accession 0001104659-18-031860
Inspire Medical Systems, Inc. · INSP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joyce Erony
Director · 10% Owner
Period of report
May 2, 2018
Accepted (ET)
May 9, 2018 · 9:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001609550
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 7, 2018 | C | 1,372,043 | — | A | 1,372,043 | I | See Footnote |
| Common StockF2 | May 7, 2018 | P | 125,000 | $16.00 | A | 1,497,043 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series F Convertible Preferred StockF2,F1 | — | May 7, 2018 | C | 9,124,088 | D | — | — | Common Stock | 1,372,043 | 0 | I |
| Employee Stock Option (right to buy)F3 | $16.00 | May 2, 2015 | A | 17,296 | A | — | May 2, 2028 | Common Stock | 17,296 | 17,296 | D |
Explanation of responses
- F1Shares 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 initial public offering 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). These shares had no expiration date.
- F2These shares are held of record by Amzak Health Investors, LLC ("Amzak Health"). Joyce Erony, a director of the Issuer, Michael D. Kazma, and Anders Hove are managers of Amzak Health and, as a result, have shared voting and dispositive power over the shares held by Amzak Health. Ms. Erony disclaims beneficial ownership of the shares held by Amzak Health except to the extent of her proportionate pecuniary interest therein.
- F3The 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.