Sec Form 4 Filing - WFD Ventures LLC @ OptiNose, Inc. - 2018-06-28

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person WFD Ventures 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 WFD VENTURES LLC, 1500 BROADWAY, 17TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2018 (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 06/28/2018 J( 1 ) 2,195,914 D $ 0 817,225 ( 2 ) 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 Warrant (Right to Buy) $ 8.16 06/28/2018 J( 4 ) 1,488,366 ( 5 ) 11/01/2020 Common Stock 1,488,366 $ 0 0 ( 6 ) I By: TKWD Ventures LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WFD Ventures LLC C/O WFD VENTURES LLC 1500 BROADWAY, 17TH FLOOR NEW YORK, NY10036 X Signatures TKWD Ventures LLC, by WFD Ventures LLC, its general partner /s/ William F. Doyle, Managing Partner 07/02/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )TKWD Ventures LLC distributed these shares to its members on a pro rata basis, for no consideration. ( 2 )WFD Ventures LLC is the general partner of TKWD Ventures LLC and owns an approximately 10% interest therein. WFD Ventures LLC therefore received 221,288 shares of Optinose common stock distributed by TKWD Ventures LLC and now owns those shares directly. Additionally, WFD Ventures LLC may be deemed to have sole voting and investment power over the 817,225 shares owned by TKWD Ventures LLC following the distribution of shares reported herein. ( 3 )The reportable securities are owned directly by TKWD Ventures LLC. WFD Ventures LLC is the general partner of TKWD Ventures LLC and may be deemed to have sole voting and investment power over the shares owned by TKWD Ventures LLC. ( 4 )TKWD Ventures LLC distributed these warrants to its members on a pro rata basis, for no consideration. ( 5 )All warrants are currently exercisable. ( 6 )WFD Ventures LLC is the general partner of TKWD Ventures LLC and owns an approximately 10% interest therein. WFD Ventures LLC therefore received 158,571 warrants to purchase shares of Optinose common stock distributed by TKWD Ventures LLC and now owns those warrants directly.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.