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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Inspire Medical Systems, Inc. [ INSP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/29/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/29/2022 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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). | ||
| 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. | ||