0000947871-20-000192.txt : 20200305 0000947871-20-000192.hdr.sgml : 20200305 20200305183406 ACCESSION NUMBER: 0000947871-20-000192 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190303 FILED AS OF DATE: 20200305 DATE AS OF CHANGE: 20200305 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: 20692067 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 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: 20692068 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 2019-03-03 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 2020-03-03 4 S 0 75000 83.21 D 1272000 I See Footnotes Common Stock, $0.001 par value 2020-03-03 4 S 0 25000 84.55 D 1247000 I See Footnotes Common Stock, $0.001 par value 2020-03-03 4 S 0 400000 84.42 D 847000 I See Footnotes Common Stock, $0.001 par value 1473 I See Footnotes These shares of the Issuer's common stock were sold in a block order at a price of $83.21. These shares of the Issuer's common stock 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 ("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. These shares of the Issuer's common stock were sold in a block order at a price of $84.55. These shares of the Issuer's common stock were sold in a block order at a price of $84.42. Represents shares of the Issuer's common stock received by Khuong in lieu of cash fees pursuant to the Issuer's Non-Employee Director Compensation Policy. Pursuant to an agreement with Advisors and GP V, Khuong is obligated to transfer these securities, or the economic benefit thereof, to Advisors and GP V, which will in turn ensure that such securities or economic benefits are provided to OPI V. /s/ Douglas Coon, Chief Compliance Officer 2020-03-05 /s/ Douglas Coon, Chief Compliance Officer 2020-03-05