0001193125-19-040200.txt : 20190214 0001193125-19-040200.hdr.sgml : 20190214 20190214135702 ACCESSION NUMBER: 0001193125-19-040200 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: RICHARD S. STACK GROUP MEMBERS: SYNERGY VENTURE PARTNERS, LLC GROUP MEMBERS: WILLIAM N. STARLING, JR. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90838 FILM NUMBER: 19604336 BUSINESS ADDRESS: STREET 1: 9700 63RD AVENUE N STREET 2: SUITE 200 CITY: MAPLE GROVE STATE: X1 ZIP: 55369 BUSINESS PHONE: 763-205-7970 MAIL ADDRESS: STREET 1: 9700 63RD AVENUE N STREET 2: SUITE 200 CITY: MAPLE GROVE STATE: X1 ZIP: 55369 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SYNERGY LIFE SCIENCE PARTNERS L P CENTRAL INDEX KEY: 0001384771 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3282 ALPINE RD CITY: PORTOLA VALLEY STATE: CA ZIP: 94028 BUSINESS PHONE: 714-815-9099 MAIL ADDRESS: STREET 1: 3282 ALPINE RD CITY: PORTOLA VALLEY STATE: CA ZIP: 94028 SC 13G 1 d662685dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),

(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No.     )*

 

 

Inspire Medical Systems, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

457730109

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of This Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP NO. 457730109   13 G  

 

  1    

NAMES OF REPORTING PERSONS.

 

Synergy Life Science Partners, LP

  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒ (1)

 

  3    

SEC USE ONLY

 

  4    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     5     

SOLE VOTING POWER

 

0 shares

     6     

SHARED VOTING POWER

 

2,095,507 shares (2)

     7     

SOLE DISPOSITIVE POWER

 

0 shares

     8     

SHARED DISPOSITIVE POWER

 

2,095,507 shares (2)

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,095,507 shares (2)

10    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.2% (3)

12    

TYPE OF REPORTING PERSON*

 

PN

 

(1)

This Schedule 13G is filed by Synergy Life Science Partners, LP, a Delaware limited partnership (“SLSP”), Synergy Venture Partners, LLC, a Delaware limited liability company (“SVP”), Richard S. Stack (“Stack”) and William N. Starling, Jr. (“Starling” and together with SLSP, SVP, and Stack, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

(2)

Consists of 2,095,507 shares of the Common Stock held by SLSP. SVP serves as the sole general partner of SLSP, and owns no securities of the Issuer directly. Starling and Stack serve as Managers of SVP and share voting and dispositive power over the shares held by SLSP.

(3)

This percentage is calculated based upon 22,891,590 shares of outstanding Common Stock outstanding following the Issuer’s initial public offering, as set forth in the Issuer’s registration statement filed with the Securities and Exchange Commission on December 7, 2018.


CUSIP NO. 457730109   13 G  

 

  1    

NAMES OF REPORTING PERSONS.

 

Synergy Venture Partners, LLC

  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒ (1)

 

  3    

SEC USE ONLY

 

  4    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     5     

SOLE VOTING POWER

 

0 shares

     6     

SHARED VOTING POWER

 

2,095,507 shares (2)

     7     

SOLE DISPOSITIVE POWER

 

0 shares

     8     

SHARED DISPOSITIVE POWER

 

2,095,507 shares (2)

  9  

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,095,507 shares (2)

10    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.2% (3)

12    

TYPE OF REPORTING PERSON*

 

OO

 

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

(2)

Consists of 2,095,507 shares of the Common Stock held by SLSP. SVP serves as the sole general partner of SLSP, and owns no securities of the Issuer directly. Starling and Stack serve as Managers of SVP and share voting and dispositive power over the shares held by SLSP.

(3)

This percentage is calculated based upon 22,891,590 shares of outstanding Common Stock outstanding following the Issuer’s initial public offering, as set forth in the Issuer’s registration statement filed with the Securities and Exchange Commission on December 7, 2018.


CUSIP NO. 457730109   13 G  

 

  1    

NAMES OF REPORTING PERSONS.

 

Richard S. Stack

  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒ (1)

 

  3    

SEC USE ONLY

 

  4    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     5     

SOLE VOTING POWER

 

0 shares

     6     

SHARED VOTING POWER

 

2,095,507 shares (2)

     7     

SOLE DISPOSITIVE POWER

 

0 shares

     8     

SHARED DISPOSITIVE POWER

 

2,095,507 shares (2)

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,095,507 shares (2)

10    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.2% (3)

12    

TYPE OF REPORTING PERSON*

 

IN

 

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

(2)

Consists of 2,095,507 shares of the Common Stock held by SLSP. SVP serves as the sole general partner of SLSP, and owns no securities of the Issuer directly. Starling and Stack serve as Managers of SVP and share voting and dispositive power over the shares held by SLSP.

(3)

This percentage is calculated based upon 22,891,590 shares of outstanding Common Stock outstanding following the Issuer’s initial public offering, as set forth in the Issuer’s registration statement filed with the Securities and Exchange Commission on December 7, 2018.


CUSIP NO. 457730109   13 G  

 

  1    

NAMES OF REPORTING PERSONS.

 

William N. Starling, Jr.

  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒ (1)

 

  3    

SEC USE ONLY

 

  4    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     5     

SOLE VOTING POWER

 

0 shares

     6     

SHARED VOTING POWER

 

2,095,507 shares (2)

     7     

SOLE DISPOSITIVE POWER

 

0 shares

     8     

SHARED DISPOSITIVE POWER

 

2,095,507 shares (2)

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,095,507 shares (2)

10    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.2% (3)

12    

TYPE OF REPORTING PERSON*

 

IN

 

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

(2)

Consists of 2,095,507 shares of the Common Stock held by SLSP. SVP serves as the sole general partner of SLSP, and owns no securities of the Issuer directly. Starling and Stack serve as Managers of SVP and share voting and dispositive power over the shares held by SLSP.

(3)

This percentage is calculated based upon 22,891,590 shares of outstanding Common Stock outstanding following the Issuer’s initial public offering, as set forth in the Issuer’s registration statement filed with the Securities and Exchange Commission on December 7, 2018.


Introductory Note: This Statement on Schedule 13G (this “Statement”) is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Inspire Medical Systems, Inc. (the “Issuer”).

 

Item 1

 

(a)    Name of Issuer:    Inspire Medical Systems, Inc.
   Address of Issuer’s Principal Executive Offices:    9700 63rd Ave. N. Suite 200
      Maple Grove, MN 55369

 

Item 2

 

(a)

Name of Person(s) Filing:

Synergy Life Science Partners, LP (“SLSP”)

Synergy Venture Partners, LLC (“SVP”)

Richard S. Stack (“Stack”)

William N. Starling, Jr. (“Starling”)

 

(b)    Address of Principal Business Office:    c/o Synergy Life Science Partners
      4020 Stirrup Creek Drive, Suite 115
      Durham, NC 27703

 

(c)    Citizenship:         
   Entities:    SLSP    -        Delaware
      SVP    -        Delaware
   Individuals:    Stack    -        United States of America
      Starling    -        United States of America
(d)    Title of Class of Securities:           Common Stock
(e)    CUSIP Number:           457730109

 

Item 3

Not applicable.


Item 4

Ownership.

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018:

 

Filing Person

   Shares of
Common
Stock
     Sole
Voting
Power
     Shared
Voting
Power
     Sole
Dispositive
Power
     Shared
Dispositive
Power
     Beneficial
Ownership
     Percentage
of Class (2)
 

Synergy Life Science Partners, LP (1)

     2,095,507        0        2,095,507        0        2,095,507        2,095,507        9.2

Synergy Venture Partners, LLC (1)

     0        0        2,095,507        0        2,095,507        2,095,507        9.2

William N. Starling, Jr. (1)

     0        0        2,095,507        0        2,095,507        2,095,507        9.2

Richard S. Stack (1)

     0        0        2,095,507        0        2,095,507        2,095,507        9.2

 

(1)

Consists of 2,095,507 shares of the Common Stock held by SLSP. SVP serves as the sole general partner of SLSP, and owns no securities of the Issuer directly. Starling and Stack serve as Managers of SVP and share voting and dispositive power over the shares held by SLSP.

(2)

This percentage is calculated based upon 22,891,590 shares of outstanding Common Stock outstanding following the Issuer’s initial public offering, as set forth in the Issuer’s registration statement filed with the Securities and Exchange Commission on December 7, 2018.

 

Item 5

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☐

 

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

 

Item 8

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9

Notice of Dissolution of Group.

Not applicable.

 

Item 10

Certification.

Not applicable.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2019

SYNERGY LIFE SCIENCE PARTNERS, LP

 

By: Synergy Venture Partners, LLC
Its: General Partner
By:  

/s/ William N. Starling, Jr.

  Name: William N. Starling, Jr.
  Title:   Manager
SYNERGY VENTURE PARTNERS, LLC
By:  

/s/ William N. Starling, Jr.

  Name: William N. Starling, Jr.
  Title: Manager

/s/ William N. Starling, Jr.

William N. Starling, Jr.

/s/ Richard S. Stack

Richard S. Stack

Exhibit(s):

A - Joint Filing Statement

EX-99.A 2 d662685dex99a.htm EX-99.A EX-99.A

EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Inspire Medical Systems, Inc. is filed on behalf of each of us.

Dated: February 14, 2019

SYNERGY LIFE SCIENCE PARTNERS, LP

 

By: Synergy Venture Partners, LLC
Its: General Partner
By:  

/s/ William N. Starling, Jr.

  Name: William N. Starling, Jr.
  Title:   Manager
SYNERGY VENTURE PARTNERS, LLC
By:  

/s/ William N. Starling, Jr.

  Name: William N. Starling, Jr.
  Title: Manager

/s/ William N. Starling, Jr.

William N. Starling, Jr.

/s/ Richard S. Stack

Richard S. Stack