X0206 3 2017-10-12 0 0001494650 OptiNose, Inc. OPTN 0001550642 Venkataraman Sriram C/O AVISTA CAPITAL PARTNERS 65 EAST 55TH STREET, 18TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock 100571 I By Avista Capital investment fund Common Stock 33028 I By Avista Capital investment fund Common Stock 8013 I By Avista Capital investment fund Series C Convertible Preferred Stock Common Stock 8045969 I By Avista Capital investment fund Series C Convertible Preferred Stock Common Stock 2642185 I By Avista Capital investment fund Series C Convertible Preferred Stock Common Stock 641370 I By Avista Capital investment fund Series C-1 Convertible Preferred Stock Common Stock 2382477 I By Avista Capital investment fund Series C-1 Convertible Preferred Stock Common Stock 782375 I By Avista Capital investment fund Series C-1 Convertible Preferred Stock Common Stock 189911 I By Avista Capital investment fund Series C-2 Convertible Preferred Stock Common Stock 1024785 I By Avista Capital investment fund Series C-2 Convertible Preferred Stock Common Stock 336524 I By Avista Capital investment fund Series C-2 Convertible Preferred Stock Common Stock 81687 I By Avista Capital investment fund Series D Convertible Preferred Stock Common Stock 624332 I By Avista Capital investment fund Series D Convertible Preferred Stock Common Stock 205023 I By Avista Capital investment fund Series D Convertible Preferred Stock Common Stock 49767 I By Avista Capital investment fund 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. Mr. Venkataraman is a member of the investment committee of ACP II GP. By virtue of this relationship, Mr. Venkataraman may be deemed to share voting and investment power with respect to the shares held by ACP II. Mr. Venkataraman disclaims beneficial ownership of such shares, except to the extent of his 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. 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. Mr. Venkataraman is a member of the investment committee of ACP II GP. By virtue of this relationship, Mr. Venkataraman may be deemed to share voting and investment power with respect to the shares held by ACP II Offshore. Mr. Venkataraman disclaims beneficial ownership of such shares, except to the extent of his 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. 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. Mr. Venkataraman is a member of the investment committee of ACP II GP. By virtue of this relationship, Mr. Venkataraman may be deemed to share voting and investment power with respect to the shares held by ACP II-A Offshore. Mr. Venkataraman disclaims beneficial ownership of such shares, except to the extent of his 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. 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. /s/ Sriram Venkataraman 2017-10-12