X0206 3 2018-05-02 0 0001609550 Inspire Medical Systems, Inc. INSP 0001474322 Tansey Casey M C/O INSPIRE MEDICAL SYSTEMS, INC. 9700 63RD AVENUE NORTH, SUITE 200 MAPLE GROVE MN 55369 1 0 1 0 Series A Convertible Preferred Stock Common Stock 360902 I See footnote Series B Convertible Preferred Stock Common Stock 389893 I See footnote Series C Convertible Preferred Stock Common Stock 472581 I See footnote Series D Convertible Preferred Stock Common Stock 210147 I See footnote Series E Convertible Preferred Stock Common Stock 163962 I See footnote Series F Convertible Preferred Stock Common Stock 570769 I See footnote Stock Option (Right to Buy) 16.00 2028-05-02 Common Stock 17296 D 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 shares are held of record by U.S. Venture Partners IX, L.P. ("USVP IX"). Presidio Management Group IX, LLC ("PMG IX") is the general partner of USVP IX and may be deemed to have sole voting and dispositive power over the shares held by USVP IX. Casey Tansey, a director of the Issuer, and each of Irwin Federman, Steven M. Krausz, David E. Liddle, Paul A. Matteucci, Jonathan D. Root, and Philip M. Young, are managing members of PMG IX, and may be deemed to share voting and dispositive power over the shares held by USVP IX. Such persons and entities disclaim beneficial ownership of shares held by USVP IX, except to the extent of any proportionate pecuniary interest therein. 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 Casey M. Tansey 2018-05-02