SEC Form 4 · accession 0001104659-18-031876

Inspire Medical Systems, Inc. · INSP

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

Reporting owner

Marilyn C Nelson

Director

Period of report

May 2, 2018

Accepted (ET)

May 9, 2018 · 9:46 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,F4	May 7, 2018	C	79,023	—	A	195,259	I	By LLC
Common Stock^F2,F4	May 7, 2018	C	85,371	—	A	280,630	I	By LLC
Common Stock^F1,F4	May 7, 2018	C	103,477	—	A	384,107	I	By LLC
Common Stock^F1,F4	May 7, 2018	C	46,013	—	A	430,120	I	By LLC
Common Stock^F3,F4	May 7, 2018	C	63,514	—	A	493,634	I	By LLC
Common Stock^F1,F4	May 7, 2018	C	75,317	—	A	568,951	I	By LLC
Common Stock^F4	May 7, 2018	P	62,500	$16.00	A	631,451	I	By LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Convertible Preferred Stock^F4,F1	—	May 7, 2018	C	525,507	D	—	—	Common Stock	79,023	0	I
Series B Convertible Preferred Stock^F4,F2	—	May 7, 2018	C	460,325	D	—	—	Common Stock	85,371	0	I
Series C Convertible Preferred Stock^F4,F1	—	May 7, 2018	C	688,122	D	—	—	Common Stock	103,477	0	I
Series D Convertible Preferred Stock^F4,F1	—	May 7, 2018	C	305,993	D	—	—	Common Stock	46,013	0	I
Series E Convertible Preferred Stock^F4,F3	—	May 7, 2018	C	367,577	D	—	—	Common Stock	63,514	0	I
Series F Convertible Preferred Stock^F4,F1	—	May 7, 2018	C	500,863	D	—	—	Common Stock	75,317	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 A, Series C, Series D and 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 ("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 B Convertible Preferred Stock automatically converted into shares of the Issuer's Common Stock at a 1-for-0.1855 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.
F3Shares 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 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.
F4Shares held by GDN Holdings, LLC, of which the Reporting Person is the managing member.
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.