Michele Janis Form 3 OptiNose / Michele Janis ownership change

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^*

Janis Michele

(Last) (First) (Middle)

C/O OPTINOSE, INC.

1020 STONY HILL ROAD, SUITE 300

(Street)

YARDLEY PA 19067

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/10/2022

3. Issuer Name and Ticker or Trading Symbol
OptiNose, Inc. [ OPTN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Acting Chief Financial Officer

5. 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 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)
Common Stock	42,196(1)	D

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
Stock Option (Right to Buy)	(2)	03/11/2024	Common Stock	42,758	3.05	D
Stock Option (Right to Buy)	(2)	12/20/2026	Common Stock	18,879	5.14	D
Stock Option (Right to Buy)	(2)	10/12/2027	Common Stock	37,542	16	D
Stock Option (Right to Buy)	(3)	02/28/2029	Common Stock	35,000	7.42	D
Stock Option (Right to Buy)	(4)	03/06/2030	Common Stock	20,000	5.41	D
Stock Option (Right to Buy)	(5)	03/04/2031	Common Stock	27,500	3.51	D

Explanation of Responses:

1. Includes 19,387 shares of common stock and 22,809 unvested restricted stock units (RSU) representing the right to receive one share of common stock of Optinose, Inc. upon vesting of each such RSU, subject to continued service with the Issuer.

2. All option shares are exercisable.

3. The option vests and becomes exercisable over a four-year period commencing on February 28, 2019. Twenty-five percent (25%) of the option vested and became exercisable on February 28, 2020, with the balance vesting in equal annual installments (rounded down to the nearest whole share) over the remaining three years of the four-year period, subject to continued service with the Issuer.

4. The option vests and becomes exercisable over a four-year period commencing on March 6, 2020. Twenty-five percent (25%) of the option vested and became exercisable on March 6, 2021, with the balance vesting in equal annual installments (rounded down to the nearest whole share) over the remaining three years of the four-year period, subject to continued service with the Issuer.

5. The option vests and becomes exercisable over a four-year period commencing on March 4, 2021. Twenty-five percent (25%) of the option vested and became exercisable on March 4, 2022, with the balance vesting in equal annual installments (rounded down to the nearest whole share) over the remaining three years of the four-year period, subject to continued service with the Issuer.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Anthony Krick, Attorney-in-Fact	06/10/2022
	** 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 5 (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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