SEC Form 4 · accession 0001144204-18-026778

Inspire Medical Systems, Inc. · INSP

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

Reporting owners

KLEINER PERKINS CAUFIELD & BYERS XII, LLC

10% Owner

KPCB XII Associates, LLC

10% Owner

KPCB XII Founders Fund, LLC

10% Owner

Period of report

May 7, 2018

Accepted (ET)

May 9, 2018 · 9:30 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,F2,F3	May 7, 2018	C	360,902	—	A	360,902	I	By KPCB Holdings, Inc., as nominee
Common Stock^F1,F4,F3	May 7, 2018	C	389,893	—	A	750,795	I	By KPCB Holdings, Inc., as nominee
Common Stock^F1,F2,F3	May 7, 2018	C	472,581	—	A	1,223,376	I	By KPCB Holdings, Inc., as nominee
Common Stock^F1,F2,F3	May 7, 2018	C	210,147	—	A	1,433,523	I	By KPCB Holdings, Inc., as nominee
Common Stock^F1,F5,F3	May 7, 2018	C	163,962	—	A	1,597,485	I	By KPCB Holdings, Inc., as nominee
Common Stock^F1,F2,F3	May 7, 2018	C	339,759	—	A	1,937,244	I	By KPCB Holdings, Inc., as nominee

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A Convertible Preferred Stock^F3,F1,F2	—	May 7, 2018	C	2,400,000	D	—	—	Common Stock	360,902	I
Series B Convertible Preferred Stock^F3,F1,F4	—	May 7, 2018	C	2,102,315	D	—	—	Common Stock	389,893	I
Series C Convertible Preferred Stock^F3,F1,F2	—	May 7, 2018	C	3,142,670	D	—	—	Common Stock	472,581	I
Series D Convertible Preferred Stock^F3,F1,F2	—	May 7, 2018	C	1,397,478	D	—	—	Common Stock	210,147	I
Series E Convertible Preferred Stock^F3,F1,F5	—	May 7, 2018	C	948,855	D	—	—	Common Stock	163,962	I
Series F Convertible Preferred Stock^F3,F1,F2	—	May 7, 2018	C	2,259,399	D	—	—	Common Stock	339,759	I

Explanation of responses

F1Shares of Series A, Series B, Series C, Series D, Series E and Series F Convertible Preferred Stock (collectively, the "Convertible Preferred Stock") have no expiration date and were automatically converted into shares of Common Stock for no additional consideration immediately prior to the closing of the Issuer's initial public offering.
F2Shares of Series A, Series C, Series D and Series F Convertible Preferred Stock are convertible into shares of Common Stock at a 1-for-0.1504 conversion rate.
F3Consists of shares beneficially owned by Kleiner Perkins Caufield & Byers XII, LLC ("KPCB XII"), KPCB XII Founders Fund, LLC ("KPCB XII FF"), and individuals and entities associated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the accounts of such individuals and entities. The managing member of KPCB XII and KPCB XII FF is KPCB XII Associates, LLC ("KPCB XII Associates"). Brook Byers, L. John Doerr, Raymond Lane and Theodore Schlein, the managers of KPCB XII Associates, exercise shared voting and dispositive control over the shares held by KPCB XII and KPCB XII FF. KPCB XII and each of its managers disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein.
F4Shares of Series B Convertible Preferred Stock are convertible into shares of Common Stock at a 1-for-0.1855 conversion rate.
F5Shares of Series E Convertible Preferred Stock are convertible into shares of Common Stock at a 1-for-0.1728 conversion rate.