0000947871-19-000875.txt : 20191129 0000947871-19-000875.hdr.sgml : 20191129 20191129115304 ACCESSION NUMBER: 0000947871-19-000875 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191126 FILED AS OF DATE: 20191129 DATE AS OF CHANGE: 20191129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Khuong Chau Quang CENTRAL INDEX KEY: 0001609405 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38468 FILM NUMBER: 191260395 MAIL ADDRESS: STREET 1: C/O ORBIMED ADVISORS STREET 2: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Inspire Medical Systems, Inc. CENTRAL INDEX KEY: 0001609550 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 261377674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5500 WAYZATA BLVD STREET 2: SUITE 1600 CITY: GOLDEN VALLEY STATE: MN ZIP: 55416 BUSINESS PHONE: 763-957-5037 MAIL ADDRESS: STREET 1: 5500 WAYZATA BLVD STREET 2: SUITE 1600 CITY: GOLDEN VALLEY STATE: MN ZIP: 55416 4 1 ownership.xml X0306 4 2019-11-26 0 0001609550 Inspire Medical Systems, Inc. INSP 0001609405 Khuong Chau Quang C/O INSPIRE MEDICAL SYSTEMS, INC. 5500 WAYZATA BLVD., SUITE 1600 GOLDEN VALLEY MN 55416 1 0 0 0 Common Stock, $0.001 par value 2019-11-26 4 S 0 20135 69.55 D 1450865 I See Footnotes Common Stock, $0.001 par value 2019-11-26 4 S 0 50478 70.16 D 1400387 I See Footnotes Common Stock, $0.001 par value 2019-11-27 4 S 0 3100 70.60 D 1397287 I See Footnotes Common Stock, $0.001 par value 2019-11-27 4 S 0 47981 71.67 D 1349306 I See Footnotes Common Stock, $0.001 par value 2019-11-27 4 S 0 2306 72.13 D 1347000 I See Footnotes Common Stock, $0.001 par value 1326 D Transaction effected pursuant to a Rule 10b5-1 trading plan established by OrbiMed Private Investments V, LP ("OPI V") on September 13, 2019. The price recorded in column 4 is a weighted average price. These shares of the Issuer's common stock ("Shares") were sold in multiple transactions at prices ranging from $69.00 to $69.99, inclusive. Upon request, the Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission (the "SEC") full information regarding the Shares purchased at each separate price within the range set forth in this footnote. The price recorded in column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $70.00 to $70.76, inclusive. Upon request, the Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote. The price recorded in column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $70.08 to $71.03, inclusive. Upon request, the Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote. The price recorded in column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $71.10 to $72.08, inclusive. Upon request, the Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote. The price recorded in column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $72.10 to $72.25, inclusive. Upon request, the Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote. These securities are held of record by OPI V. OrbiMed Capital GP V LLC ("GP V") is the sole general partner of OPI V, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of GP V. By virtue of such relationships, GP V and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI V noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI V. The Reporting Person is an employee of Advisors. Each of the Reporting Person, GP V and Advisors disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Person, GP V or Advisors is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes. Pursuant to an agreement with Advisors and GP V, the Reporting Person is obligated to transfer these securities, or the economic benefit thereof, to Advisors and GP V, which will in turn ensure that such securities or economic benefits are provided to OPI V. /s/ Chau Khuong 2019-11-29