Herbert Timothy P. Form 4/A Inspire Medical Systems / Timothy P. Herbert 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

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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^*

Herbert Timothy P.

(Last) (First) (Middle)

C/O INSPIRE MEDICAL SYSTEMS, INC.

5500 WAYZATA BLVD., SUITE 1600

(Street)

GOLDEN VALLEY MN 55416

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/29/2022

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 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(1)	03/29/2022		S		74,315	D	$250.2(2)	40,990(3)	I	By family trust(4)
Common Stock	03/29/2022		S		13,619	D	$251.06(5)	105,123(6)	I	By trust(7)
Common Stock	03/29/2022		S		1,465	D	$251.92(8)	103,658	I	By trust(7)
Common Stock	03/29/2022		S		8,017	D	$252.39(9)	106,773(6)	D

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

Explanation of Responses:

1. This Form 4 amends and restates the previously reported sale transactions made by the Margaret C. Herbert 2018 Family Irrevocable GST Trust that occurred on March 29, 2022 in order to re-allocate such sales between three different sellers that are considered beneficially owned by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.00 to $250.78. The reporting person undertakes to provide Inspire Medical Systems, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The amount of securities listed in Column 5 reflects the total shares held following the transaction owned by the Margaret C. Herbert 2018 Family Irrevocable GST Trust, by reference to the total reported in the Reporting Person's Form 4 filed on March 13, 2023. The total has increased from such Form 4 as a result of the prior overstatement of the sales by such trust on March 29, 2022 by 23,101 shares, which is corrected herein.

4. Shares held by the Margaret C. Herbert 2018 Family Irrevocable GST Trust.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.78 to $251.77. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The amount of securities listed in Column 5 reflects the total shares held following the transaction based on reference to the total reported in the Reporting Person's Form 4/A related to transactions originally reported on March 21, 2022 and that was filed on March 13, 2023.

7. Securities held by the Timothy P. Herbert 2018 Family Continuation Trust c/u the Timothy P. Herbert 2018 Grantor Retained Annuity Trust.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.85 to $252.10. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $252.10 to $252.935. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Bryan Phillips, Attorney-in-Fact for Timothy P. Herbert	03/13/2023
	** 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).
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