OptiNose (OPTN) Form 3 OptiNose / Larry G Pickering 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^*

Pickering Larry G

(Last) (First) (Middle)

C/O OPTINOSE, INC.

1020 STONY HILL ROAD, SUITE 300

(Street)

YARDLEY PA 19067

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/12/2017

3. Issuer Name and Ticker or Trading Symbol
OptiNose, Inc. [ OPTN ]

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

X	Director	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	238,866	(1)	D
Series C-1 Convertible Preferred Stock	(1)	(1)	Common Stock	59,822	(1)	D
Series C-2 Convertible Preferred Stock	(1)	(1)	Common Stock	29,069	(1)	D
Stock Option (Right to Buy)	(2)	02/11/2021	Common Stock	43,318(3)	1.63(3)	D
Stock Option (Right to Buy)	(4)	12/20/2026	Common Stock	36,098(3)	5.14(3)	D

Explanation of Responses:

1. On October 10, 2017, the Issuer effected a 2.8879-for-1 stock split of its issued and outstanding shares of common stock. All series of Convertible Preferred Stock will automatically convert into OptiNose, Inc. common stock on a 1-to-2.8879 basis upon the closing of the initial public offering into the number of shares of common stock shown in column 3 above and have no expiration date.

2. All 43,318 option shares are exercisable.

3. Exercise price and number of option shares have been adjusted to reflect the Issuer's 2.8879-for-1 stock split of its issued and outstanding shares of common stock effected on October 10, 2017.

4. The option vests and becomes exercisable over a four-year period commencing on December 20, 2016. Twenty-five percent (25%) of the option vests and becomes exercisable on December 20, 2017, and the balance vests in equal monthly installments (rounded down to the nearest whole share) over the remaining three years of the four-year period, subject to continued service with the Issuer.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Leanne Kelly, attorney-in-fact	10/12/2017
	** 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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