SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NELSON MARILYN C

(Last)

(First)

(Middle)

C/O INSPIRE MEDICAL SYSTEMS, INC.

9700 63RD AVENUE NORTH, SUITE 200

(Street)

MAPLE GROVE

55369

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Inspire Medical Systems, Inc. [ INSP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/07/2018		C		79,023	A	⁽¹⁾	195,259	I	By LLC⁽⁴⁾
Common Stock	05/07/2018		C		85,371	A	⁽²⁾	280,630	I	By LLC⁽⁴⁾
Common Stock	05/07/2018		C		103,477	A	⁽¹⁾	384,107	I	By LLC⁽⁴⁾
Common Stock	05/07/2018		C		46,013	A	⁽¹⁾	430,120	I	By LLC⁽⁴⁾
Common Stock	05/07/2018		C		63,514	A	⁽³⁾	493,634	I	By LLC⁽⁴⁾
Common Stock	05/07/2018		C		75,317	A	⁽¹⁾	568,951	I	By LLC⁽⁴⁾
Common Stock	05/07/2018		P		62,500	A	$16	631,451	I	By LLC⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	05/07/2018		C			525,507	⁽¹⁾	⁽¹⁾	Common Stock	79,023	$0	0	I	By LLC⁽⁴⁾
Series B Convertible Preferred Stock	⁽²⁾	05/07/2018		C			460,325	⁽²⁾	⁽²⁾	Common Stock	85,371	$0	0	I	By LLC⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	05/07/2018		C			688,122	⁽¹⁾	⁽¹⁾	Common Stock	103,477	$0	0	I	By LLC⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹⁾	05/07/2018		C			305,993	⁽¹⁾	⁽¹⁾	Common Stock	46,013	$0	0	I	By LLC⁽⁴⁾
Series E Convertible Preferred Stock	⁽³⁾	05/07/2018		C			367,577	⁽³⁾	⁽³⁾	Common Stock	63,514	$0	0	I	By LLC⁽⁴⁾
Series F Convertible Preferred Stock	⁽¹⁾	05/07/2018		C			500,863	⁽¹⁾	⁽¹⁾	Common Stock	75,317	$0	0	I	By LLC⁽⁴⁾
Employee Stock Option (right to buy)	$16	05/02/2018		A		17,296		⁽⁵⁾	05/02/2028	Common Stock	17,296	$0	17,296	D

Explanation of Responses:

1. Shares 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.

2. Shares 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.

3. Shares 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.

4. Shares held by GDN Holdings, LLC, of which the Reporting Person is the managing member.

5. The 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.

	Richard Buchholz, as Attorney-in-Fact for Marilyn Carlson Nelson	05/09/2018
	** 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 4 (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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