Sec Form 4 Filing - HOWE ROBERT S @ Conformis Inc - 2020-02-17

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 HOWE ROBERT S 2. Issuer Name and Ticker or Trading Symbol Conformis Inc [ CFMS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO & TREASURER (Last) (First) (Middle) C/O CONFORMIS INC, 600 TECHNOLOGY PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2020 (Street) BILLERICA, MA01821 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 02/17/2020 A 125,000 ( 1 ) A $ 0 125,000 D

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) $ 0.9784 02/17/2020 A 125,000 ( 2 ) 02/17/2021( 2 ) 02/17/2030 Common Stock 125,000 $ 0 125,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOWE ROBERT S C/O CONFORMIS INC 600 TECHNOLOGY PARK DRIVE BILLERICA, MA01821 CFO & TREASURER Signatures J. Brent Alldredge, Attorney-in-Fact for Robert S. Howe 02/19/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an inducement award of restricted stock units to the reporting person in connection with his appointment as CFO and Treasurer. The restricted stock units vest over four years, with 25% of the total number of shares underlying the restricted stock unit award vesting on each one-year anniversary of the grant date, subject to Mr. Howe's continued service as an employee of Conformis through the applicable vesting dates, and are subject to certain forfeiture provisions. ( 2 )Represents an inducement award of a stock option to the reporting person in connection with his appointment as CFO and Treasurer. The option to purchase an aggregate of 125,000 shares of the Issuer's common stock vests over three years, with 25% of the total number of shares underlying the option vesting on the first anniversary of the grant date and an additional 1/48th of the total number of shares underlying the stock option vesting monthly thereafter, subject to Mr. Howe's continued service as an employee of Conformis through the applicable vesting dates, and is subject to certain forfeiture provisions.

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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