Sec Form 4 Filing - Avista Capital Partners II GP, LLC @ OptiNose, Inc. - 2017-10-17

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 Avista Capital Partners II GP, LLC 2. Issuer Name and Ticker or Trading Symbol OptiNose, Inc. [ OPTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O AVISTA CAPITAL PARTNERS, 65 EAST 55TH STREET, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/17/2017 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 10/17/2017 A 887,721 A $ 16 988,292 I By Avista Capital investment fund ( 4 ) Common Stock 10/17/2017 A 291,516 A $ 16 4,290,651 I By Avista Capital investment fund ( 5 ) Common Stock 10/17/2017 A 70,763 A $ 16 1,041,511 I By Avista Capital investment fund ( 6 ) Common Stock 10/17/2017 C 12,077,563 ( 1 ) A 13,065,855 I By Avista Capital investment fund ( 4 ) Common Stock 10/17/2017 C 3,966,107 ( 2 ) A 4,290,651 I By Avista Capital investment fund ( 5 ) Common Stock 10/17/2017 C 962,735 ( 3 ) A 1,041,511 I By Avista Capital investment fund ( 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 Series C Convertible Preferred Stock ( 7 ) 10/17/2017 C 2,786,097 ( 7 ) ( 7 ) Common Stock 8,045,969 $ 0 0 I By Avista Capital investment fund ( 4 ) Series C Convertible Preferred Stock ( 7 ) 10/17/2017 C 914,916 ( 7 ) ( 7 ) Common Stock 2,642,185 $ 0 0 I By Avista Capital investment fund ( 5 ) Series C Convertible Preferred Stock ( 7 ) 10/17/2017 C 222,089 ( 7 ) ( 7 ) Common Stock 641,370 $ 0 0 I By Avista Capital investment fund ( 6 ) Series C-1 Convertible Preferred Stock ( 7 ) 10/17/2017 C 824,986 ( 7 ) ( 7 ) Common Stock 2,382,477 $ 0 0 I By Avista Capital investment fund ( 4 ) Series C-1 Convertible Preferred Stock ( 7 ) 10/17/2017 C 270,915 ( 7 ) ( 7 ) Common Stock 782,375 $ 0 0 I By Avista Capital investment fund ( 5 ) Series C-1 Convertible Preferred Stock ( 7 ) 10/17/2017 C 65,761 ( 7 ) ( 7 ) Common Stock 189,911 $ 0 0 I By Avista Capital investment fund ( 6 ) Series C-2 Convertible Preferred Stock ( 7 ) 10/17/2017 C 354,855 ( 7 ) ( 7 ) Common Stock 1,024,785 $ 0 0 I By Avista Capital investment fund ( 4 ) Series C-2 Convertible Preferred Stock ( 7 ) 10/17/2017 C 116,529 ( 7 ) ( 7 ) Common Stock 336,524 $ 0 0 I By Avista Capital investment fund ( 5 ) Series C-2 Convertible Preferred Stock ( 7 ) 10/17/2017 C 28,286 ( 7 ) ( 7 ) Common Stock 81,687 $ 0 0 I By Avista Capital investment fund ( 6 ) Series D Convertible Preferred Stock ( 7 ) 10/17/2017 C 216,189 ( 7 ) ( 7 ) Common Stock 624,332 $ 0 0 I By Avista Capital investment fund ( 4 ) Series D Convertible Preferred Stock ( 7 ) 10/17/2017 C 216,189 ( 7 ) ( 7 ) Common Stock 205,023 $ 0 0 I By Avista Capital investment fund ( 5 ) Series D Convertible Preferred Stock ( 7 ) 10/17/2017 C 17,233 ( 7 ) ( 7 ) Common Stock 49,767 $ 0 0 I By Avista Capital investment fund ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Avista Capital Partners II GP, LLC C/O AVISTA CAPITAL PARTNERS 65 EAST 55TH STREET, 18TH FLOOR NEW YORK, NY10022 X Avista Capital Partners II, L.P. C/O AVISTA CAPITAL PARTNERS 65 EAST 55TH STREET, 18TH FLOOR NEW YORK, NY10022 X Avista Capital Partners (Offshore) II, L.P. C/O AVISTA CAPITAL PARTNERS 65 EAST 55TH STREET, 18TH FLOOR NEW YORK, NY10022 X Avista Capital Partners (Offshore) II-A, LP C/O AVISTA CAPITAL PARTNERS 65 EAST 55TH STREET, 18TH FLOOR NEW YORK, NY10022 X Signatures AVISTA CAPITAL PARTNERS II GP, LLC, by: /s/ Ben Silbert, Chief Administrative Officer and General Counsel 10/19/2017 Signature of Reporting Person Date AVISTA CAPITAL PARTNERS II, LP, by Avista Capital Partners II GP, LLC, its General Partner, by: /s/ Ben Silbert, Chief Administrative Officer and General Counsel 10/19/2017 Signature of Reporting Person Date AVISTA CAPITAL PARTNERS (OFFSHORE) II, LP, by Avista Capital Partners II GP, LLC, its General Partner, by: /s/ Ben Silbert, Chief Administrative Officer and General Counsel 10/19/2017 Signature of Reporting Person Date AVISTA CAPITAL PARTNERS (OFFSHORE) II-A, LP, by Avista Capital Partners II GP, LLC, its General Partner, by: /s/ Ben Silbert, Chief Administrative Officer and General Counsel 10/19/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of the Issuer received by Avista Capital Partners II, L.P. ("ACP II") upon the conversion of Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series C-2 Convertible Preferred Stock and Series D Convertible Preferred Stock upon the closing of the Issuer's initial public offering. ( 2 )Represents shares of the Issuer received by Avista Capital Partners (Offshore) II, L.P. ("ACP II Offshore") upon the conversion of Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series C-2 Convertible Preferred Stock and Series D Convertible Preferred Stock upon the closing of the Issuer's initial public offering. ( 3 )Represents shares of the Issuer received by Avista Capital Partners (Offshore) II-A, LP ("ACP II-A Offshore") upon the conversion of Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series C-2 Convertible Preferred Stock and Series D Convertible Preferred Stock upon the closing of the Issuer's initial public offering. ( 4 )Represents shares of the Issuer held by ACP II. Avista Capital Partners II GP, LLC ("ACP II GP") is the general partner of ACP II. As a result, ACP II GP may be deemed to share voting and investment power with respect to the shares held by ACP II. Each of ACP II and ACP II GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. ( 5 )Represents shares of the Issuer held by ACP II Offshore. ACP II GP is the general partner of ACP II Offshore. Mr. Venkataraman is a member of the investment committee of ACP II GP. As a result, ACP II GP may be deemed to share voting and investment power with respect to the shares held by ACP II Offshore. Each of ACP II Offshore and ACP II GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. ( 6 )Represents shares of the Issuer held by ACP II-A Offshore. ACP II GP is the general partner of ACP II-A Offshore. Mr. Venkataraman is a member of the investment committee of ACP II GP. As a result, ACP II GP may be deemed to share voting and investment power with respect to the shares held by ACP II-A Offshore. Each of ACP II-A Offshore and ACP II GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. ( 7 )Each share of Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series C-2 Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into Common Stock on a 1-for-2.8879 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series C-2 Convertible Preferred Stock and Series D Convertible Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering and had no expiration date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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