SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Herbert Timothy P.

(Last)

(First)

(Middle)

C/O INSPIRE MEDICAL SYSTEMS, INC.

5500 WAYZATA BLVD., SUITE 1600

(Street)

GOLDEN VALLEY

55416

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Inspire Medical Systems, Inc. [ INSP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/08/2023		G		47,992⁽²⁾	D	$0	106,651⁽¹⁾⁽²⁾	I	By LLC
Common Stock	09/08/2023		S		47,992⁽³⁾	D	⁽⁴⁾	106,651⁽³⁾	I	By LLC
Common Stock								1,133	D
Common Stock								103,658	I	By Trust⁽⁵⁾
Common Stock								17,417⁽¹⁾	I	By Family Trust⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$10.38	09/08/2023		G			9,793	⁽⁷⁾	04/08/2028	Common Stock	9,793	$0	21,762⁽²⁾	I	By LLC
Stock Option (Right to Buy)	$10.38							⁽⁷⁾	04/08/2028	Common Stock	63,490		63,490	I	By Family Trust⁽⁶⁾
Stock Option (Right to Buy)	$42.15	09/08/2023		G			23,361	⁽⁷⁾	12/18/2028	Common Stock	23,361	$0	51,913⁽²⁾	I	By LLC
Stock Option (Right to Buy)	$42.15							⁽⁷⁾	12/17/2028	Common Stock	33,030		33,030	I	By Family Trust⁽⁶⁾
Stock Option (Right to Buy)	$71	09/08/2023		G			24,720	⁽⁸⁾	12/16/2029	Common Stock	24,720	$0	54,934⁽²⁾	I	By LLC
Stock Option (Right to Buy)	$71							⁽⁸⁾	12/16/2029	Common Stock	9,128		9,128	D
Stock Option (Right to Buy)	$194.82	09/08/2023		G			11,745	⁽⁹⁾	12/14/2030	Common Stock	11,745	$0	26,100⁽²⁾	I	By LLC
Stock Option (Right to Buy)	$194.82							⁽⁹⁾	12/14/2030	Common Stock	17,100		17,100	D
Stock Option (Right to Buy)	$227.53	09/08/2023		G			2,499	⁽¹⁰⁾	12/14/2030	Common Stock	2,499	$0	5,553⁽²⁾	I	By LLC
Stock Option (Right to Buy)	$227.53							⁽¹⁰⁾	12/14/2030	Common Stock	2,499		12,220	D
Stock Option (Right to Buy)	$10.38	09/08/2023		S			9,793	⁽⁷⁾	04/08/2028	Common Stock	9,793	⁽⁴⁾	21,762⁽³⁾	I	By LLC
Stock Option (Right to Buy)	$42.15	09/08/2023		S			23,361	⁽⁷⁾	12/18/2028	Common Stock	23,361	⁽⁴⁾	51,913⁽³⁾	I	By LLC
Stock Option (Right to Buy)	$71	09/08/2023		S			24,720	⁽⁸⁾	12/16/2029	Common Stock	24,720	⁽⁴⁾	54,934⁽³⁾	I	By LLC
Stock Option (Right to Buy)	$194.82	09/08/2023		S			11,745	⁽⁹⁾	12/14/2030	Common Stock	11,745	⁽⁴⁾	26,100⁽³⁾	I	By LLC
Stock Option (Right to Buy)	$227.53	09/08/2023		S			2,499	⁽¹⁰⁾	12/14/2030	Common Stock	2,499	⁽⁴⁾	5,553⁽³⁾	I	By LLC

Explanation of Responses:

1. On the Reporting Person's Form 4 dated August 28, 2023, the Reporting Person reported a gift transaction using shares directly held, that should have been reported with shares held by the Timothy P. Herbert 2013 Family Irrevocable GST Trust U/A/D November 27, 2013.

2. The securities reflected herein as owned by the LLC were previously reported as directly owned by the Reporting Person. On September 8, 2023, the TPH 2022 LLC, an entity fully controlled by, and entirely for the benefit of, the Reporting Person gifted 45% of its non-voting membership units to the Reporting Person's spouse. TPH 2022 LLC holds securities for the benefit of its members. The total amount of securities reported remains unchanged because the Reporting Person continues to have a pecuniary interest in the securities held by the TPH 2022 LLC.

3. On September 8, 2023, the TPH 2022 LLC sold 45% of its non-voting membership units. The total amount of securities reported remains unchanged because the Reporting Person continues to have a pecuniary interest in the securities held by the TPH 2022 LLC.

4. The sale price of the transaction described in footnote (3) will be subsequently determined by a third-party valuation firm.

5. Securities held by the Timothy P. Herbert 2018 Family Continuation Trust c/u the Timothy P. Herbert 2018 Grantor Retained Annuity Trust.

6. Securities held by the Timothy P. Herbert 2013 Family Irrevocable GST Trust U/A/D November 27, 2013.

7. The option is fully vested and exercisable.

8. The original grant of options to purchase 65,000 shares of common stock vested and became exercisable as to 25% of the underlying shares on the first anniversary of December 16, 2019 and the remaining 75% of the underlying shares have vested or will vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.

9. The grant of options to purchase 43,200 shares of common stock vested and became exercisable as to 25% of the underlying shares on the first anniversary of December 14, 2020 and the remaining 75% of the underlying shares have vested or will vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.

10. The grant of options to purchase 17,773 shares of common stock vested and became exercisable as to 25% of the underlying shares on the first anniversary of February 11, 2022 and the remaining 75% of the underlying shares have vested or will vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.

	/s/ Bryan Phillips, Attorney-in-Fact for Timothy P. Herbert	09/13/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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