SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
SYNERGY LIFE SCIENCE PARTNERS L P

(Last) (First) (Middle)
1350 BAYSHORE HIGHWAY, SUITE 920

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2018
3. Issuer Name and Ticker or Trading Symbol
Inspire Medical Systems, Inc. [ INSP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (1) (1) Common Stock 741,494 (2) D(5)
Series C Convertible Preferred Stock (1) (1) Common Stock 419,663 (3) D(5)
Series D Convertible Preferred Stock (1) (1) Common Stock 195,465 (3) D(5)
Series E Convertible Preferred Stock (1) (1) Common Stock 272,391 (4) D(5)
Series F Convertible Preferred Stock (1) (1) Common Stock 466,494 (3) D(5)
1. Name and Address of Reporting Person*
SYNERGY LIFE SCIENCE PARTNERS L P

(Last) (First) (Middle)
1350 BAYSHORE HIGHWAY, SUITE 920

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Synergy Venture Partners, LLC

(Last) (First) (Middle)
1350 BAYSHORE HIGHWAY, SUITE 920

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Stack Richard S.

(Last) (First) (Middle)
1350 BAYSHORE HIGHWAY, SUITE 920

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Starling William N JR

(Last) (First) (Middle)
1350 BAYSHORE HIGHWAY, SUITE 920

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Shares of Series B, Series C, Series D, Series E and Series F Convertible Preferred Stock (collectively, the "Convertible Preferred Stock") have no expiration date and are convertible, at the option of the holder, into shares of Common Stock at the then-effective conversion rate 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")). The shares of Convertible Preferred Stock will automatically convert into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the closing of the Issuer's initial public offering.
2. Shares of Series B Convertible Preferred Stock are convertible into shares of Common Stock at a 1-for-0.1855 conversion rate.
3. Shares of 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.
4. Shares of Series E Convertible Preferred Stock are convertible into shares of Common Stock at a 1-for-0.1728 conversion rate.
5. Synergy Venture Partners, LLC ("SVP LLC") serves as the sole General Partner of Synergy Life Science Partners, LP ("Synergy"). As such, SVP LLC possesses sole voting and investment control over the securities owned by Synergy, and may be deemed to have indirect beneficial ownership of the securities held by Synergy. SVP LLC, however, owns no securities of the Issuer directly. Mudit K. Jain, a director of the Issuer, and each of Messrs. Stack and Starling are Managers of SVP LLC and share voting and dispositive power over the shares held by Synergy. Such persons and entities disclaim beneficial ownership of the shares held by Synergy except to the extent of his or its proportionate pecuniary interest therein.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Richard Buchholz, Attorney-in-Fact for Synergy Life Science Partners, LP 05/02/2018
/s/ Richard Buchholz, Attorney-in-Fact for Synergy Venture Partners, LLC 05/02/2018
/s/ Richard Buchholz, Attorney-in-Fact for Richard S. Stack 05/02/2018
/s/ Richard Buchholz, Attorney-in-Fact for William N. Starling, Jr. 05/02/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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