Richard S. Stack Form 4 Inspire Medical Systems / Richard S. Stack ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

SYNERGY LIFE SCIENCE PARTNERS L P

(Last) (First) (Middle)

1350 BAYSHORE HIGHWAY, SUITE 920

(Street)

BURLINGAME CA 94010

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/07/2018		C		741,494	A	(1)	741,494	D(4)
Common Stock	05/07/2018		C		419,663	A	(2)	1,161,157	D(4)
Common Stock	05/07/2018		C		195,465	A	(2)	1,356,622	D(4)
Common Stock	05/07/2018		C		272,391	A	(3)	1,629,013	D(4)
Common Stock	05/07/2018		C		466,494	A	(2)	2,095,507	D(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(1)	05/07/2018		C			3,998,154	(1)	(1)	Common Stock	741,494	$0	0	D(4)
Series C Convertible Preferred Stock	(2)	05/07/2018		C			2,790,760	(2)	(2)	Common Stock	419,663	$0	0	D(4)
Series D Convertible Preferred Stock	(2)	05/07/2018		C			1,299,847	(2)	(2)	Common Stock	195,465	$0	0	D(4)
Series E Convertible Preferred Stock	(3)	05/07/2018		C			1,576,336	(3)	(3)	Common Stock	272,391	$0	0	D(4)
Series F Convertible Preferred Stock	(2)	05/07/2018		C			3,102,190	(2)	(2)	Common Stock	466,494	$0	0	D(4)

1. Name and Address of Reporting Person^*

SYNERGY LIFE SCIENCE PARTNERS L P

(Last) (First) (Middle)

1350 BAYSHORE HIGHWAY, SUITE 920

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Synergy Venture Partners, LLC

(Last) (First) (Middle)

1350 BAYSHORE HIGHWAY, SUITE 920

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stack Richard S.

(Last) (First) (Middle)

1350 BAYSHORE HIGHWAY, SUITE 920

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Starling William N JR

(Last) (First) (Middle)

1350 BAYSHORE HIGHWAY, SUITE 920

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

Explanation of Responses:

1. 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 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 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 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. Synergy Venture Partners, LLC ("SVP LLC") serves as the sole General Partner of Synergy Life Science Partners, LP ("Synergy"). As such, SVP LLC possesses sole voting and investment control over the securities owned by Synergy, and may be deemed to have indirect beneficial ownership of the securities held by Synergy. SVP LLC, however, owns no securities of the Issuer directly. Mudit K. Jain, a director of the Issuer, and each of Messrs. Stack and Starling are Managers of SVP LLC and share voting and dispositive power over the shares held by Synergy. Such persons and entities disclaim beneficial ownership of the shares held by Synergy except to the extent of his or its proportionate pecuniary interest therein.

	/s/ Richard Buchholz, as Attorney-in-Fact for Synergy Life Science Partners, LP	05/09/2018
	/s/ Richard Buchholz, as Attorney-in-Fact for Synergy Venture Partners, LLC	05/09/2018
	/s/ Richard Buchholz, as Attorney-in-Fact for Richard S. Stack	05/09/2018
	/s/ Richard Buchholz, as Attorney-in-Fact for William N. Starling, Jr.	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.
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.