Kleiner Perkins Caufield & Byers Xii Form 4 Change in insider ownership

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^*

KLEINER PERKINS CAUFIELD & BYERS XII, LLC

(Last)

(First)

(Middle)

C/O KLEINER PERKINS CAUFIELD & BYERS

2750 SAND HILL ROAD

(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⁾⁽²⁾	360,902	I	By KPCB Holdings, Inc., as nominee⁽³⁾
Common Stock	05/07/2018		C		389,893	A	⁽¹⁾⁽⁴⁾	750,795	I	By KPCB Holdings, Inc., as nominee⁽³⁾
Common Stock	05/07/2018		C		472,581	A	⁽¹⁾⁽²⁾	1,223,376	I	By KPCB Holdings, Inc., as nominee⁽³⁾
Common Stock	05/07/2018		C		210,147	A	⁽¹⁾⁽²⁾	1,433,523	I	By KPCB Holdings, Inc., as nominee⁽³⁾
Common Stock	05/07/2018		C		163,962	A	⁽¹⁾⁽⁵⁾	1,597,485	I	By KPCB Holdings, Inc., as nominee⁽³⁾
Common Stock	05/07/2018		C		339,759	A	⁽¹⁾⁽²⁾	1,937,244	I	By KPCB Holdings, Inc., as nominee⁽³⁾

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⁾⁽²⁾	05/07/2018		C			2,400,000	⁽¹⁾	⁽¹⁾	Common Stock	360,902	$0.00	0	I	By KPCB Holdings, Inc., as nominee⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾⁽⁴⁾	05/07/2018		C			2,102,315	⁽¹⁾	⁽¹⁾	Common Stock	389,893	$0.00	0	I	By KPCB Holdings, Inc., as nominee⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾⁽²⁾	05/07/2018		C			3,142,670	⁽¹⁾	⁽¹⁾	Common Stock	472,581	$0.00	0	I	By KPCB Holdings, Inc., as nominee⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾⁽²⁾	05/07/2018		C			1,397,478	⁽¹⁾	⁽¹⁾	Common Stock	210,147	$0.00	0	I	By KPCB Holdings, Inc., as nominee⁽³⁾
Series E Convertible Preferred Stock	⁽¹⁾⁽⁵⁾	05/07/2018		C			948,855	⁽¹⁾	⁽¹⁾	Common Stock	163,962	$0.00	0	I	By KPCB Holdings, Inc., as nominee⁽³⁾
Series F Convertible Preferred Stock	⁽¹⁾⁽²⁾	05/07/2018		C			2,259,399	⁽¹⁾	⁽¹⁾	Common Stock	339,759	$0.00	0	I	By KPCB Holdings, Inc., as nominee⁽³⁾

1. Name and Address of Reporting Person^*

KLEINER PERKINS CAUFIELD & BYERS XII, LLC

(Last)

(First)

(Middle)

C/O KLEINER PERKINS CAUFIELD & BYERS

2750 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KPCB XII Founders Fund, LLC

(Last)

(First)

(Middle)

2750 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KPCB XII Associates, LLC

(Last)

(First)

(Middle)

2750 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. Shares 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.

2. Shares 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.

3. Consists 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.

4. Shares of Series B Convertible Preferred Stock are convertible into shares of Common Stock at a 1-for-0.1855 conversion rate.

5. Shares of Series E Convertible Preferred Stock are convertible into shares of Common Stock at a 1-for-0.1728 conversion rate.

	/s/ Susan Biglieri, Chief Financial Officer	05/09/2018
	/s/ Susan Biglieri, Chief Financial Officer	05/09/2018
	/s/ Susan Biglieri, Chief Financial Officer	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Kleiner Perkins Caufield & Byers Xii Form 4Change in insider ownership