Herbert Timothy P. Form 4 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)
08/23/2023

4. 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 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	08/23/2023		M		938	A	$71	107,769(1)	D
Common Stock	08/23/2023		M		15	A	$42.15	107,784	D
Common Stock								103,658	I	By Trust(2)
Common Stock								20,641	I	By Family Trust(3)

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
Stock Option (Right to Buy)	$71	08/23/2023		M			938	(4)	12/16/2029	Common Stock	938	$0	64,062	D
Stock Option (Right to Buy)	$42.15	08/23/2023		M			15	(5)	12/18/2028	Common Stock	15	$0	51,913(6)	D
Stock Option (Right to Buy)	$42.15							(5)	12/17/2028	Common Stock	33,030		33,030	I	See Footnote(7)
Stock Option (Right to Buy)	$2.07							(5)	03/30/2024	Common Stock	113,698		113,698	I	See Footnote(7)
Stock Option (Right to Buy)	$0.94							(5)	03/31/2027	Common Stock	9,086		9,086	I	See Footnote(7)
Stock Option (Right to Buy)	$10.38							(5)	04/08/2028	Common Stock	63,490		63,490	I	See Footnote(7)
Stock Option (Right to Buy)	$10.38							(5)	04/08/2028	Common Stock	21,762		21,762	D
Stock Option (Right to Buy)	$194.82							(8)	12/14/2030	Common Stock	43,200		43,200	D
Stock Option (Right to Buy)	$227.53							(9)	02/11/2032	Common Stock	17,773		17,773	D
Stock Option (Right to Buy)	$263.16							(10)	02/10/2033	Common Stock	20,439		20,439	D

Explanation of Responses:

1. Includes 58 additional shares acquired under the Inspire Medical Systems, Inc. 2018 Employee Stock Purchase Plan.

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

3. Securities held by the Timothy P. Herbert 2013 Family Irrevocable GST Trust U/A/D November 27, 2013.

4. The original grant of options to purchase 65,000 shares of common stock vested and became exercisable as to 25% of the underlying shares on the first anniversary of December 16, 2019 and the remaining 75% of the underlying shares have vested or will vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.

5. The option is fully vested and exercisable.

6. A portion of this award is now held by the Timothy P. Herbert 2013 Family Irrevocable GST Trust U/A/D November 27, 2013 and the total held directly by the Reporting Person has been updated accordingly.

7. The Reporting Person previously reported this option grant as being directly owned, which is being updated herein to reflect that the current beneficial owner of all or a portion of the award is the Timothy P. Herbert 2013 Family Irrevocable GST Trust U/A/D November 27, 2013, over which the Reporting Person's spouse has investment control and the Reporting Person and his immediate family members have a pecuniary interest.

8. The grant of options to purchase 43,200 shares of common stock vested and became exercisable as to 25% of the underlying shares on the first anniversary of December 14, 2020 and the remaining 75% of the underlying shares have vested or will vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.

9. The grant of options to purchase 17,773 shares of common stock vested and became exercisable as to 25% of the underlying shares on the first anniversary of February 11, 2022 and the remaining 75% of the underlying shares have vested or will vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.

10. The grant of options to purchase 20,439 shares of common stock vests and becomes exercisable as to 25% of the underlying shares on the first anniversary of February 10, 2023 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.

Remarks:

This Form 4 no longer reports securities held by the Margaret C. Herbert 2018 Family Irrevocable GST Trust because, subsequent to the Reporting Person's last Form 4, the Reporting Person is no longer considered the beneficial owner of securities held by such trust. The securities previously reported as being held by the Reporting Person's daughter are no longer reported in this Form 4 because the Reporting Person is no longer considered the beneficial owner of securities held.

	/s/ Bryan Phillips, Attorney-in-Fact for Timothy P. Herbert	08/28/2023
	** 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).
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