Statement of Changes in Beneficial Ownership (4)
13 Outubro 2022 - 7:32PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
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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
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Herbert Timothy P. |
2. Issuer Name and Ticker or Trading Symbol
Inspire Medical Systems, Inc.
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INSP
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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 |
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(Last)
(First)
(Middle)
C/O INSPIRE MEDICAL SYSTEMS, INC., 5500 WAYZATA BLVD., SUITE 1600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/11/2022 |
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(Street)
GOLDEN VALLEY, MN 55416
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 10/11/2022 | | M | | 27529 | A | $10.38 | 118679 | D | |
| Common Stock | 10/11/2022 | | M | | 41216 | A | $0.94 | 159895 | D | |
| Common Stock | 10/11/2022 | | M | | 42 | A | $42.15 | 159937 | D | |
| Common Stock | | | | | | | | 22641 | I | By family trust (1) |
| Common Stock | | | | | | | | 22875 | I | By family trust (2) |
| Common Stock | | | | | | | | 113138 | I | By GRAT (3) |
| Common Stock | | | | | | | | 350 | I | By daughter |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $10.38 | 10/11/2022 | | M | | | 27529 | (4) | 4/9/2028 (5) | Common Stock | 27529 | $0 | 85252 | D | |
| Stock Option (Right to Buy) | $0.94 | 10/11/2022 | | M | | | 41216 | (4) | 4/1/2027 | Common Stock | 41216 | $0 | 0 (6) | D | |
| Stock Option (Right to Buy) | $42.15 | 10/11/2022 | | M | | | 42 | (7) | 12/18/2028 | Common Stock | 42 | $0 | 84958 | D | |
| Explanation of Responses: |
| (1) | Shares held by the Timothy P. Herbert 2013 Family Irrevocable GST Trust U/A/D November 27, 2013. |
| (2) | Shares held by the Margaret C. Herbert 2018 Family Irrevocable GST Trust. |
| (3) | Securities held by the Timothy P. Herbert 2018 Grantor Retained Annuity Trust, under agreement dated December 12, 2018. |
| (4) | The option is fully vested and exercisable. |
| (5) | This option grant was previously reported as having an expiration date of April 8, 2028, which has been revised herein. |
| (6) | Following the reported transactions, there are no remaining options held under this grant by the Reporting Person, either directly or indirectly. |
| (7) | The option vested and became exercisable as to 25% of the underlying shares on the first anniversary of December 18, 2018 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Herbert Timothy P.
C/O INSPIRE MEDICAL SYSTEMS, INC.
5500 WAYZATA BLVD., SUITE 1600
GOLDEN VALLEY, MN 55416 | X |
| CEO and President |
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Signatures
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| /s/ Bryan Phillips, as Attorney-in-Fact for Timothy P. Herbert | | 10/13/2022 |
| **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 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 control number. |
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