X0206 3 2017-10-12 0 0001494650 OptiNose, Inc. OPTN 0001291368 Pickering Larry G C/O OPTINOSE, INC. 1020 STONY HILL ROAD, SUITE 300 YARDLEY PA 19067 1 0 0 0 Series C Convertible Preferred Stock Common Stock 238866 D Series C-1 Convertible Preferred Stock Common Stock 59822 D Series C-2 Convertible Preferred Stock Common Stock 29069 D Stock Option (Right to Buy) 1.63 2021-02-11 Common Stock 43318 D Stock Option (Right to Buy) 5.14 2026-12-20 Common Stock 36098 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 43,318 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. The option vests and becomes exercisable over a four-year period commencing on December 20, 2016. Twenty-five percent (25%) of the option vests and becomes exercisable on December 20, 2017, and the balance vests in equal monthly 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. Exhibit List: Exhibit 24 - Power of Attorney /s/ Leanne Kelly, attorney-in-fact 2017-10-12