Sec Form 4 Filing - Mahmoud Ramy A @ OptiNose, Inc. - 2020-11-23

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 Mahmoud Ramy A 2. Issuer Name and Ticker or Trading Symbol OptiNose, Inc. [ OPTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) C/O OPTINOSE, INC., 1020 STONY HILL ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 11/23/2020 (Street) YARDLEY, PA19067 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 11/23/2020 M( 1 ) 143,611 A $ 1.63 212,593 D Common Stock 11/23/2020 S( 1 ) 41,214 D $ 4.4996 171,379 D Common Stock 11/23/2020 F( 1 ) 52,482 D $ 4.4996 118,897 D Common Stock 11/23/2020 M( 2 ) 47,898 A $ 1.63 52,381 I By: The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud ( 3 ) Common Stock 11/23/2020 S( 2 ) 13,746 D $ 4.4996 38,635 I By: The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud ( 3 ) Common Stock 11/23/2020 F( 2 ) 17,504 D $ 4.4996 21,131 I By: The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud ( 3 ) Common Stock 11/24/2020 M( 4 ) 37,466 A $ 1.63 156,363 D Common Stock 11/24/2020 S( 4 ) 10,593 D $ 4.3854 145,770 D Common Stock 11/24/2020 F( 4 ) 14,046 D $ 4.3854 131,724 D Common Stock 11/24/2020 M( 5 ) 12,496 A $ 1.63 33,627 I By: The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud ( 3 ) Common Stock 11/24/2020 S( 5 ) 3,533 D $ 4.3854 30,094 I By: The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud ( 3 ) Common Stock 11/24/2020 F( 5 ) 4,684 D $ 4.3854 25,410 I By: The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud ( 5 ) Common Stock 11/25/2020 M( 6 ) 10,467 A $ 1.63 142,191 D Common Stock 11/25/2020 S( 6 ) 2,931 D $ 4.3156 139,260 D Common Stock 11/25/2020 F( 6 ) 3,987 D $ 4.3156 135,273 D Common Stock 11/25/2020 M( 7 ) 3,489 A $ 1.63 28,899 I By: The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud ( 3 ) Common Stock 11/25/2020 S( 7 ) 977 D $ 4.3156 27,922 I By: The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud ( 3 ) Common Stock 11/25/2020 F( 7 ) 1,328 D $ 4.3156 26,594 I By: The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud ( 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 Stock Option (Right to Buy) $ 1.63 11/23/2020 M( 1 ) 143,611 ( 8 ) 02/11/2021 Common Stock 143,611 $ 0 120,333 D Stock Option (Right to Buy) $ 1.63 11/23/2020 M( 2 ) 47,898 ( 8 ) 02/11/2021 Common Stock 47,898 $ 0 40,057 I By: The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud ( 3 ) Stock Option (Right to Buy) $ 1.63 11/24/2020 M( 4 ) 37,466 ( 8 ) 02/11/2021 Common Stock 37,466 $ 0 82,867 D Stock Option (Right to Buy) $ 1.63 11/24/2020 M( 5 ) 12,496 ( 8 ) 02/11/2021 Common Stock 12,496 $ 0 27,561 I By: The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud ( 3 ) Stock Option (Right to Buy) $ 1.63 11/25/2020 M( 6 ) 10,467 ( 8 ) 02/11/2021 Common Stock 10,467 $ 0 72,400 D Stock Option (Right to Buy) $ 1.63 11/25/2020 M( 7 ) 3,489 ( 8 ) 02/11/2021 Common Stock 3,489 $ 0 24,072 I By: The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mahmoud Ramy A C/O OPTINOSE, INC. 1020 STONY HILL ROAD, SUITE 300 YARDLEY, PA19067 President and COO Signatures /s/ Leanne Kelly, Attorney-in-Fact 11/25/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person previously entered into a 10b5-1 trading plan ("10b5-1 Plan") with respect to stock options granted on 2/11/11 and set to expire on 2/11/21. On November 23, 2020, 143,611 options were exercised pursuant to the terms of the 10b5-1 Plan resulting in the reporting person's receipt of 49,915 shares of common stock, the cancellation of 52,482 option shares in satisfaction of the exercise price for such options and the sale of 41,214 shares to cover estimated withholding taxes in connection with such exercise. ( 2 )The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud (the "Trust") previously entered into a 10b5-1 trading plan ("10b5-1 Plan") with respect to stock options granted on 2/11/11 and set to expire on 2/11/21. On November 23, 2020, 47,898 options were exercised pursuant to the terms of the 10b5-1 Plan resulting in the reporting person's receipt of 16,648 shares of common stock, the cancellation of 17,504 option shares in satisfaction of the exercise price for such options and the sale of 13,746 shares to cover estimated withholding taxes in connection with such exercise. ( 3 )Shares held by The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud, the beneficiary of which is Dr. Mahmoud's spouse. ( 4 )The reporting person previously entered into a 10b5-1 trading plan ("10b5-1 Plan") with respect to stock options granted on 2/11/11 and set to expire on 2/11/21. On November 24, 2020, 37,466 options were exercised pursuant to the terms of the 10b5-1 Plan resulting in the reporting person's receipt of 12,827 shares of common stock, the cancellation of 14,046 option shares in satisfaction of the exercise price for such options and the sale of 10,593 shares to cover estimated withholding taxes in connection with such exercise. ( 5 )The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud (the "Trust") previously entered into a 10b5-1 trading plan ("10b5-1 Plan") with respect to stock options granted on 2/11/11 and set to expire on 2/11/21. On November 24, 2020, 12,496 options were exercised pursuant to the terms of the 10b5-1 Plan resulting in the reporting person's receipt of 4,279 shares of common stock, the cancellation of 4,684 option shares in satisfaction of the exercise price for such options and the sale of 3,533 shares to cover estimated withholding taxes in connection with such exercise. ( 6 )The reporting person previously entered into a 10b5-1 trading plan ("10b5-1 Plan") with respect to stock options granted on 2/11/11 and set to expire on 2/11/21. On November 25, 2020, 10,467 options were exercised pursuant to the terms of the 10b5-1 Plan resulting in the reporting person's receipt of 3,549 shares of common stock, the cancellation of 3,987 option shares in satisfaction of the exercise price for such options and the sale of 2,931 shares to cover estimated withholding taxes in connection with such exercise. ( 7 )The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud (the "Trust") previously entered into a 10b5-1 trading plan ("10b5-1 Plan") with respect to stock options granted on 2/11/11 and set to expire on 2/11/21. On November 25, 2020, 3,489 options were exercised pursuant to the terms of the 10b5-1 Plan resulting in the reporting person's receipt of 1,184 shares of common stock, the cancellation of 1,328 option shares in satisfaction of the exercise price for such options and the sale of 977 shares to cover estimated withholding taxes in connection with such exercise. ( 8 )All option shares are exercisable.

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.