SEC Form 4 · accession 0001104659-18-031869

Inspire Medical Systems, Inc. · INSP

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

Reporting owner

Chau Quang Khuong

Director · 10% Owner

Period of report

May 2, 2018

Accepted (ET)

May 9, 2018 · 9:22 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 Stock^F1,F3,F4	May 7, 2018	C	1,582,904	—	A	1,582,904	I	See Footnotes
Common Stock^F2,F3,F4	May 7, 2018	C	548,817	—	A	2,131,721	I	See Footnotes
Common Stock^F3,F4	May 7, 2018	P	312,500	$16.00	A	2,444,221	I	See Footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series E Convertible Preferred Stock^F3,F4,F1	—	May 7, 2018	C	9,160,305	D	—	—	Common Stock	1,582,904	0	I
Series F Convertible Preferred Stock^F3,F4,F2	—	May 7, 2018	C	3,649,635	D	—	—	Common Stock	548,817	0	I
Employee Stock Option (right to buy)^F5	$16.00	May 2, 2018	A	17,296	A	—	May 2, 2028	Common Stock	17,296	17,296	D

Explanation of responses

F1Shares 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.
F2Shares 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.
F3These 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.
F4Each 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.
F5The 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.