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*
Avista Capital Partners II GP, LLC

(Last) (First) (Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/12/2017
3. Issuer Name and Ticker or Trading Symbol
OptiNose, Inc. [ OPTN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 100,571 I By Avista Capital investment fund(1)
Common Stock 33,028 I By Avista Capital investment fund(2)
Common Stock 8,013 I By Avista Capital investment fund(3)
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
Series C Convertible Preferred Stock (4) (4) Common Stock 8,045,969 (4) I By Avista Capital investment fund(1)
Series C Convertible Preferred Stock (4) (4) Common Stock 2,642,185 (4) I By Avista Capital investment fund(2)
Series C Convertible Preferred Stock (4) (4) Common Stock 641,370 (4) I By Avista Capital investment fund(3)
Series C-1 Convertible Preferred Stock (4) (4) Common Stock 2,382,477 (4) I By Avista Capital investment fund(1)
Series C-1 Convertible Preferred Stock (4) (4) Common Stock 782,375 (4) I By Avista Capital investment fund(2)
Series C-1 Convertible Preferred Stock (4) (4) Common Stock 189,911 (4) I By Avista Capital investment fund(3)
Series C-2 Convertible Preferred Stock (4) (4) Common Stock 1,024,785 (4) I By Avista Capital investment fund(1)
Series C-2 Convertible Preferred Stock (4) (4) Common Stock 336,524 (4) I By Avista Capital investment fund(2)
Series C-2 Convertible Preferred Stock (4) (4) Common Stock 81,687 (4) I By Avista Capital investment fund(3)
Series D Convertible Preferred Stock (4) (4) Common Stock 624,332 (4) I By Avista Capital investment fund(1)
Series D Convertible Preferred Stock (4) (4) Common Stock 205,023 (4) I By Avista Capital investment fund(2)
Series D Convertible Preferred Stock (4) (4) Common Stock 49,767 (4) I By Avista Capital investment fund(3)
1. Name and Address of Reporting Person*
Avista Capital Partners II GP, LLC

(Last) (First) (Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Avista Capital Partners II, L.P.

(Last) (First) (Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Avista Capital Partners (Offshore) II, L.P.

(Last) (First) (Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Avista Capital Partners (Offshore) II-A, LP

(Last) (First) (Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents shares of the Issuer held by Avista Capital Partners II, L.P. ("ACP II"). Avista Capital Partners II GP, LLC ("ACP II GP") is the general partner of ACP II. As a result, ACP II GP may be deemed to share voting and investment power with respect to the shares held by ACP II. Each of ACP II and ACP II GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
2. Represents shares of the Issuer held by Avista Capital Partners (Offshore) II, L.P. ("ACP II Offshore"). ACP II GP is the general partner of ACP II Offshore. As a result, ACP II GP may be deemed to share voting and investment power with respect to the shares held by ACP II Offshore. Each of ACP II Offshore and ACP II GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
3. Represents shares of the Issuer held by Avista Capital Partners (Offshore) II-A, LP ("ACP II-A Offshore"). ACP II GP is the general partner of ACP II-A Offshore. As a result, ACP II GP may be deemed to share voting and investment power with respect to the shares held by ACP II-A Offshore. Each of ACP II-A Offshore and ACP II GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
4. Each share of Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series C-2 Convertible Preferred Stock and Series D Convertible Preferred Stock will automatically convert into Common Stock on a 1-for-2.8897 basis upon the closing of the Issuer's initial public offering and has no expiration date.
Remarks:
AVISTA CAPITAL PARTNERS II GP, LLC, by: /s/ Ben Silbert, Chief Administrative Officer and General Counsel 10/12/2017
AVISTA CAPITAL PARTNERS II, LP, by Avista Capital Partners II GP, LLC, its General Partner, by: /s/ Ben Silbert, Chief Administrative Officer and General Counsel 10/12/2017
AVISTA CAPITAL PARTNERS (OFFSHORE) II, LP, by Avista Capital Partners II GP, LLC, its General Partner, by: /s/ Ben Silbert, Chief Administrative Officer and General Counsel 10/12/2017
AVISTA CAPITAL PARTNERS (OFFSHORE) II-A, LP, by Avista Capital Partners II GP, LLC, its General Partner, by: /s/ Ben Silbert, Chief Administrative Officer and General Counsel 10/12/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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