X0206 3 2017-10-12 0 0001494650 OptiNose, Inc. OPTN 0001718725 Mahmoud Ramy A C/O OPTINOSE, INC. 1020 STONY HILL ROAD, SUITE 300 YARDLEY PA 19067 0 1 0 0 President & COO Series C-1 Convertible Preferred Stock Common Stock 47835 D Series C-2 Convertible Preferred Stock Common Stock 4655 D Stock Option (Right to Buy) 1.63 2021-02-11 Common Stock 297546 D Stock Option (Right to Buy) 1.63 2021-02-11 Common Stock 99182 I By: The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud Stock Option (Right to Buy) 3.05 2024-03-11 Common Stock 57758 D Stock Option (Right to Buy) 3.05 2024-03-11 Common Stock 57758 D Stock Option (Right to Buy) 16.31 2024-04-07 Common Stock 288790 D On October 10, 2017, the Issuer effected a 2.8879-for-1 stock split of its issued and outstanding shares of common stock. All series of Convertible Preferred Stock will automatically convert into OptiNose, Inc. common stock on a 1-to-2.8879 basis upon the closing of the initial public offering into the number of shares of common stock shown in column 3 above and have no expiration date. All option shares are exercisable. Exercise price and number of option shares have been adjusted to reflect the Issuer's 2.8879-for-1 stock split of its issued and outstanding shares of common stock effected on October 10, 2017. Shares held by The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud, the beneficiary of which is Dr. Mahmoud's spouse. The option vests and becomes exercisable over a four-year period commencing on March 10, 2014. Twenty-five percent (25%) of the option vested and became exercisable on March 10, 2015, with the balance vesting in equal annual installments (rounded down to the nearest whole share) over the remaining three years of the four-year period, subject to continued service with the Issuer. The option vests over a four-year period commencing on April 7, 2014. Twenty-five percent (25%) of the option vested on April 7, 2015, with the balance vesting in equal annual installments (rounded down to the nearest whole share) over the remaining three years of the four-year period, subject to continued service with the Issuer. Vested options are exercisable only (i) immediately prior to, and contingent upon, the consummation of a "change in control" (as such term is defined in the Issuer's 2010 Stock Incentive Plan) or (ii) upon or after the consummation of an initial public offering. Exhibit List: Exhibit 24 - Power of Attorney /s/ Leanne Kelly, attorney-in-fact 2017-10-12