X0206 3 2017-10-12 0 0001494650 OptiNose, Inc. OPTN 0001719532 Entrepreneurs Fund LP 2ND FLOOR, WINDWARD HOUSE, LA ROUTE DE LA LIBERATION, SE. HELLER JERSEY, CHANNEL ISLANDS, JE2 3BQ 0 0 1 0 0001719534 Entrepreneurs Fund General Partner Ltd 2ND FLOOR, WINDWARD HOUSE, LA ROUTE DE LA LIBERATION, SE. HELLER JERSEY, CHANNEL ISLANDS, JE2 3BQ 0 0 1 0 0001719533 Bradshaw Paul 2ND FLOOR, WINDWARD HOUSE, LA ROUTE DE LA LIBERATION, SE. HELLER JERSEY, CHANNEL ISLANDS, JE2 3BQ 0 0 1 0 Common Stock 1052899 D Series A Preferred Stock Common Stock 824436 D Series B-1 Preferred Stock Common Stock 103040 D Series C Preferred Stock Common Stock 99055 D Series C-1 Preferred Stock Common Stock 328764 D Series C-2 Preferred Stock Common Stock 200004 D Series D Preferred Stock Common Stock 131867 D Common Stock Warrants (right to buy) 8.16 2010-06-07 2020-11-01 Common Stock 197948 D These shares are directly held by Entrepreneurs Fund LP ("EF LP"). The general partner of EF LP is Entrepreneurs Fund General Partner Limited ("EF GP"). The managing directors of EF GP are Colin Dow and Paul Bradshaw. Each of EF GP, Colin Dow and Paul Bradshaw disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, if any. Each share of Series A, Series B-1, Series C, Series C-1, Series C-2 and Series D Preferred Stock is convertible, at any time, at the holder's election, into Common Stock of the Issuer on a 2.8879-for-one basis. In addition, effective upon the closing of the Issuer's initial public offering of its Common Stock, each share of Preferred Stock will automatically convert on a 2.8879-for-one basis without payment of consideration. The Preferred Stock has no expiration date. Exhibit List: Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Exhibit 24.3 - Power of Attorney /s/ Stuart Falber, as attorney-in-fact for Entrepreneurs Fund LP 2017-10-12 /s/ Stuart Falber, as attorney-in-fact for Entrepreneurs Fund General Partner Limited 2017-10-12 /s/ Stuart Falber, as attorney-in-fact for Paul Bradshaw 2017-10-12