Sec Form 4 Filing - DOYLE WILLIAM F @ 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 DOYLE WILLIAM F 2. Issuer Name and Ticker or Trading Symbol OptiNose, Inc. [ OPTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WFD VENTURES LLC, 1500 BROADWAY, 17TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/17/2017 (Street) NEW YORK, NY10036 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 10/17/2017 C 18,803 ( 1 ) A 18,803 D Common Stock 10/17/2017 C 3,013,139 ( 1 ) A 3,013,139 I TKWD Ventures LLC ( 3 )

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 B-2 Convertible Preferred Stock ( 2 ) 10/17/2017 C 4,563 ( 2 ) ( 2 ) Common Stock 13,177 $ 0 0 D Series C-1 Convertible Preferred Stock ( 2 ) 10/17/2017 C 1,142 ( 2 ) ( 2 ) Common Stock 3,297 $ 0 0 D Series C-2 Convertible Preferred Stock ( 2 ) 10/17/2017 C 473 ( 2 ) ( 2 ) Common Stock 1,365 $ 0 0 D Series D Convertible Preferred Stock ( 2 ) 10/17/2017 C 334 ( 2 ) ( 2 ) Common Stock 964 $ 0 0 D Series B-2 Convertible Preferred Stock ( 2 ) 10/17/2017 C 719,225 ( 2 ) ( 2 ) Common Stock 2,077,049 $ 0 0 I TKWD Ventures LLC ( 3 ) Series C Convertible Preferred Stock ( 2 ) 10/17/2017 C 41,160 ( 2 ) ( 2 ) Common Stock 118,865 $ 0 0 I TKWD Ventures LLC ( 3 ) Series C-1 Convertible Preferred Stock ( 2 ) 10/17/2017 C 190,440 ( 2 ) ( 2 ) Common Stock 549,971 $ 0 0 I TKWD Ventures LLC ( 3 ) Series C-2 Convertible Preferred Stock ( 2 ) 10/17/2017 C 92,543 ( 2 ) ( 2 ) Common Stock 267,254 $ 0 0 I TKWD Ventures LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DOYLE WILLIAM F C/O WFD VENTURES LLC 1500 BROADWAY, 17TH FLOOR NEW YORK, NY10036 X X Signatures /s/ Leanne Kelly, attorney-in-fact 10/19/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the total number of shares of Common Stock received upon conversion of Series B-2, Series C, Series C-1, Series C-2 and Series D Preferred Stock in connection with the closing of the Issuer's initial public offering. ( 2 )The Series B-2, Series C, Series C-1, Series C-2 and Series D Preferred Stock converted into Common Stock on a 2.8879-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series B-2, Series C, Series C-1, Series C-2 and Series D Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date. ( 3 )Mr. Doyle is a managing director of WFD Ventures LLC, which is the general partner of TKWD Ventures LLC. Mr. Doyle possesses sole voting and investment power over shares owned by TKWD Ventures LLC.

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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