X0206 3 2018-05-02 0 0001609550 Inspire Medical Systems, Inc. INSP 0001199894 NELSON MARILYN C C/O INSPIRE MEDICAL SYSTEMS, INC. 9700 63RD AVENUE NORTH, SUITE 200 MAPLE GROVE MN 55369 1 0 0 0 Common Stock 116236 I By LLC Series A Convertible Preferred Stock Common Stock 79023 I By LLC Series B Convertible Preferred Stock Common Stock 85371 I By LLC Series C Convertible Preferred Stock Common Stock 103477 I By LLC Series D Convertible Preferred Stock Common Stock 46013 I By LLC Series E Convertible Preferred Stock Common Stock 63514 I By LLC Series F Convertible Preferred Stock Common Stock 75317 I By LLC Stock Option (Right to Buy) 0.94 2027-01-01 Common Stock 15037 D Stock Option (Right to Buy) 0.94 2027-04-01 Common Stock 7518 D Stock Option (Right to Buy) 16.00 2028-05-02 Common Stock 17296 D Shares held by GDN Holdings, LLC, of which the Reporting Person is the managing member. Shares of Series A, Series B, Series C, Series D, Series E and Series F Convertible Preferred Stock (collectively, the "Convertible Preferred Stock") have no expiration date and are convertible, at the option of the holder, into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Issuer's Sixth Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation")). The shares of Convertible Preferred Stock will automatically convert into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the closing of the Issuer's initial public offering. Shares of Series A, Series C, Series D and Series F Convertible Preferred Stock are convertible into shares of Common Stock at a 1-for-0.1504 conversion rate. Shares of Series B Convertible Preferred Stock are convertible into shares of Common Stock at a 1-for-0.1855 conversion rate. Shares of Series E Convertible Preferred Stock are convertible into shares of Common Stock at a 1-for-0.1728 conversion rate. The option vests and becomes exercisable as to 50% of the underlying shares on January 1, 2018 and the remaining 50% of the underlying shares on January 1, 2019. The option vests and becomes exercisable as to 50% of the underlying shares on April 1, 2018 and the remaining 50% of the underlying shares on April 1, 2019. The option vests and becomes exercisable on May 2, 2019, subject to the Reporting Person's continuous service to the Issuer through such date; provided the option will not vest if the Issuer's initial public offering does not close. Exhibit List: Exhibit 24 - Power of Attorney /s/ Richard Buchholz, as Attorney-in-Fact for Marilyn Carlson Nelson 2018-05-02