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^*

Presidio Management Group IX, L.L.C.

(Last)

(First)

(Middle)

1460 EL CAMINO REAL, #100

(Street)

MENLO PARK

94025

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2018

4. 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 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		360,902	A	⁽¹⁾	360,902	I	See Footnote⁽⁴⁾
Common Stock	05/07/2018		C		389,893	A	⁽²⁾	750,795	I	See Footnote⁽⁴⁾
Common Stock	05/07/2018		C		472,581	A	⁽¹⁾	1,223,376	I	See Footnote⁽⁴⁾
Common Stock	05/07/2018		C		210,147	A	⁽¹⁾	1,433,523	I	See Footnote⁽⁴⁾
Common Stock	05/07/2018		C		163,962	A	⁽³⁾	1,597,485	I	See Footnote⁽⁴⁾
Common Stock	05/07/2018		C		570,769	A	⁽¹⁾	2,168,254	I	See Footnote⁽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			2,400,000	⁽¹⁾	⁽¹⁾	Common Stock	360,902	$0	0	I	See Footnote⁽⁴⁾
Series B Convertible Preferred Stock	⁽²⁾	05/07/2018		C			2,102,315	⁽²⁾	⁽²⁾	Common Stock	389,893	$0	0	I	See Footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	05/07/2018		C			3,142,670	⁽¹⁾	⁽¹⁾	Common Stock	472,581	$0	0	I	See Footnote⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹⁾	05/07/2018		C			1,397,478	⁽¹⁾	⁽¹⁾	Common Stock	210,147	$0	0	I	See Footnote⁽⁴⁾
Series E Convertible Preferred Stock	⁽³⁾	05/07/2018		C			948,855	⁽³⁾	⁽³⁾	Common Stock	163,962	$0	0	I	See Footnote⁽⁴⁾
Series F Convertible Preferred Stock	⁽¹⁾	05/07/2018		C			3,795,620	⁽¹⁾	⁽¹⁾	Common Stock	570,769	$0	0	I	See Footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

Presidio Management Group IX, L.L.C.

(Last)

(First)

(Middle)

1460 EL CAMINO REAL, #100

(Street)

MENLO PARK

94025

(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^*

U S Venture Partners IX L P

(Last)

(First)

(Middle)

1460 EL CAMINO REAL, #100

(Street)

MENLO PARK

94025

(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^*

FEDERMAN IRWIN

(Last)

(First)

(Middle)

1460 EL CAMINO REAL, #100

(Street)

MENLO PARK

94025

(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^*

KRAUSZ STEVEN M

(Last)

(First)

(Middle)

1460 EL CAMINO REAL, #100

(Street)

MENLO PARK

94025

(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^*

LIDDLE DAVID E

(Last)

(First)

(Middle)

1460 EL CAMINO REAL, #100

(Street)

MENLO PARK

94025

(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^*

Matteucci Paul A

(Last)

(First)

(Middle)

1460 EL CAMINO REAL, #100

(Street)

MENLO PARK

94025

(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^*

ROOT JONATHAN D

(Last)

(First)

(Middle)

1460 EL CAMINO REAL, #100

(Street)

MENLO PARK

94025

(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^*

YOUNG PHILIP M

(Last)

(First)

(Middle)

1460 EL CAMINO REAL, #100

(Street)

MENLO PARK

94025

(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 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. The shares are held of record by U.S. Venture Partners IX, L.P. ("USVP IX"). Presidio Management Group IX, LLC ("PMG IX") is the general partner of USVP IX and may be deemed to have sole voting and dispositive power over the shares held by USVP IX. Casey Tansey, a director of the Issuer, and each of Irwin Federman, Steven M. Krausz, David E. Liddle, Paul A. Matteucci, Jonathan D. Root, and Philip M. Young, are managing members of PMG IX, and may be deemed to share voting and dispositive power over the shares held by USVP IX. Such persons and entities disclaim beneficial ownership of shares held by USVP IX, except to the extent of any proportionate pecuniary interest therein.

	/s/ Richard Buchholz, as Attorney-in-Fact for Presidio Management Group IX, L.L.C.	05/09/2018
	/s/ Richard Buchholz, as Attorney-in-Fact for U.S. Venture Partners IX, L.P.	05/09/2018
	/s/ Richard Buchholz, as Attorney-in-Fact for Irwin Federman	05/09/2018
	/s/ Richard Buchholz, as Attorney-in-Fact for Steven M. Krausz	05/09/2018
	/s/ Richard Buchholz, as Attorney-in-Fact for David E. Liddle	05/09/2018
	/s/ Richard Buchholz, as Attorney-in-Fact for Paul E. Matteucci	05/09/2018
	/s/ Richard Buchholz, as Attorney-in-Fact for Jonathon D. Root	05/09/2018
	/s/ Richard Buchholz, as Attorney-in-Fact for Philip M. Young	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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