Sec Form 4 Filing - Herbert Timothy P. @ Inspire Medical Systems, Inc. - 2023-09-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Herbert Timothy P.
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
(Last) (First) (Middle)
C/O INSPIRE MEDICAL SYSTEMS, INC., 5500 WAYZATA BLVD., SUITE 1600
3. Date of Earliest Transaction (MM/DD/YY)
09/08/2023
(Street)
GOLDEN VALLEY, MN55416
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Herbert Timothy P.
C/O INSPIRE MEDICAL SYSTEMS, INC.
5500 WAYZATA BLVD., SUITE 1600
GOLDEN VALLEY, MN55416
X CEO and President
Signatures
/s/ Bryan Phillips, Attorney-in-Fact for Timothy P. Herbert 09/13/2023
Signature of Reporting Person Date
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.

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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