KPCB XII Founders Fund Form 3 Initial statement of insider ownership

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^*

KLEINER PERKINS CAUFIELD & BYERS XII, LLC

(Last) (First) (Middle)

C/O KLEINER PERKINS CAUFIELD & BYERS

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(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)

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)

	Form filed by One Reporting Person
X	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 A Convertible Preferred Stock	(1)	(1)	Common Stock	360,902	(2)	I	By KPCB Holdings, Inc., as nominee(3)
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	389,893	(4)	I	By KPCB Holdings, Inc., as nominee(3)
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	472,581	(2)	I	By KPCB Holdings, Inc., as nominee(3)
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	210,147	(2)	I	By KPCB Holdings, Inc., as nominee(3)
Series E Convertible Preferred Stock	(1)	(1)	Common Stock	163,962	(5)	I	By KPCB Holdings, Inc., as nominee(3)
Series F Convertible Preferred Stock	(1)	(1)	Common Stock	339,759	(2)	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 CA 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 CA 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 CA 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 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. Consists of Convertible Preferred Stock 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	05/02/2018
	/s/ Susan Biglieri, Chief Financial Officer	05/02/2018
	/s/ Susan Biglieri, Chief Financial Officer	05/02/2018
	** Signature of Reporting Person	Date
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