Casey M Tansey Form 3 Inspire Medical Systems / Casey M Tansey ownership change

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^*

Tansey Casey M

(Last)

(First)

(Middle)

C/O INSPIRE MEDICAL SYSTEMS, INC.

9700 63RD AVENUE NORTH, SUITE 200

(Street)

MAPLE GROVE

55369

(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)

X	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)

X	Form filed by One Reporting Person
	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	360,902	⁽²⁾	I	See footnote⁽⁵⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	389,893	⁽³⁾	I	See footnote⁽⁵⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	472,581	⁽²⁾	I	See footnote⁽⁵⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	210,147	⁽²⁾	I	See footnote⁽⁵⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	163,962	⁽⁴⁾	I	See footnote⁽⁵⁾
Series F Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	570,769	⁽²⁾	I	See footnote⁽⁵⁾
Stock Option (Right to Buy)	⁽⁶⁾	05/02/2028	Common Stock	17,296	16	D

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

6. The option vests and becomes exercisable on May 2, 2019, subject to the Reporting Person's continuous service to the Issuer through such date; provided the option will not vest if the Issuer's initial public offering does not close.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Richard Buchholz, as Attorney-in-Fact for Casey M. Tansey	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Casey M Tansey Form 3Inspire Medical Systems / Casey M Tansey ownership change