0000947871-19-000876.txt : 20191129 0000947871-19-000876.hdr.sgml : 20191129 20191129115617 ACCESSION NUMBER: 0000947871-19-000876 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191126 FILED AS OF DATE: 20191129 DATE AS OF CHANGE: 20191129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Capital GP V LLC CENTRAL INDEX KEY: 0001615374 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38468 FILM NUMBER: 191260428 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38468 FILM NUMBER: 191260429 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Inspire Medical Systems, Inc. CENTRAL INDEX KEY: 0001609550 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 261377674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5500 WAYZATA BLVD STREET 2: SUITE 1600 CITY: GOLDEN VALLEY STATE: MN ZIP: 55416 BUSINESS PHONE: 763-957-5037 MAIL ADDRESS: STREET 1: 5500 WAYZATA BLVD STREET 2: SUITE 1600 CITY: GOLDEN VALLEY STATE: MN ZIP: 55416 4 1 ownership.xml X0306 4 2019-11-26 0 0001609550 Inspire Medical Systems, Inc. INSP 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022-4629 1 0 0 0 0001615374 OrbiMed Capital GP V LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock, $0.001 par value 2019-11-26 4 S 0 20135 69.55 D 1452191 I See Footnotes Common Stock, $0.001 par value 2019-11-26 4 S 0 50478 70.16 D 1401713 I See Footnotes Common Stock, $0.001 par value 2019-11-27 4 S 0 3100 70.60 D 1398613 I See Footnotes Common Stock, $0.001 par value 2019-11-27 4 S 0 47981 71.67 D 1350632 I See Footnotes Common Stock, $0.001 par value 2019-11-27 4 S 0 2306 72.13 D 1348326 I See Footnotes Transaction effected pursuant to a Rule 10b5-1 trading plan established by OrbiMed Private Investments V, LP ("OPI V") on September 13, 2019. The price recorded in column 4 is a weighted average price. These shares of the Issuer's common stock ("Shares") were sold in multiple transactions at prices ranging from $69.00 to $69.99, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission (the "SEC") full information regarding the Shares purchased at each separate price within the range set forth in this footnote. The price recorded in column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $70.00 to $70.76, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote. The price recorded in column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $70.08 to $71.03, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote. The price recorded in column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $71.10 to $72.08, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote. The price recorded in column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $72.10 to $72.25, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote. These securities are held of record by OPI V. OrbiMed Capital GP V LLC ("GP V") is the sole general partner of OPI V, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of GP V. By virtue of such relationships, GP V and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI V noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI V. This report on Form 4 is jointly filed by GP V and Advisors. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, currently Chau Khuong, an employee of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes. /s/ Douglas Coon, Chief Compliance Officer 2019-11-29 /s/ Douglas Coon, Chief Compliance Officer 2019-11-29