Sec Form 4 Filing - Miller Peter K @ 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

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1. Name and Address of Reporting Person Miller Peter K 2. Issuer Name and Ticker or Trading Symbol OptiNose, Inc. [ OPTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (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 ) 129,021 A $ 1.63 272,531 D Common Stock 11/23/2020 S( 1 ) 37,027 D $ 4.4996 235,504 D Common Stock 11/23/2020 F( 1 ) 47,150 D $ 4.4996 188,354 D Common Stock 11/23/2020 M( 2 ) 62,488 A $ 1.63 69,334 I By: Deed of Trust Peter K. Miller, dated October 13, 2014 ( 3 ) Common Stock 11/23/2020 S( 2 ) 17,933 D $ 4.4996 51,401 I By: Deed of Trust Peter K. Miller, dated October 13, 2014 ( 3 ) Common Stock 11/23/2020 F( 2 ) 22,836 D $ 4.4996 28,565 I By: Deed of Trust Peter K. Miller, dated October 13, 2014 ( 3 ) Common Stock 11/24/2020 M( 4 ) 33,653 A $ 1.63 222,007 D Common Stock 11/24/2020 S( 4 ) 9,515 D $ 4.3854 212,492 D Common Stock 11/23/2020 F( 4 ) 12,617 D $ 4.3854 199,875 D Common Stock 11/24/2020 M( 5 ) 16,302 A $ 1.63 44,867 I By: Deed of Trust Peter K. Miller, dated October 13, 2014 ( 3 ) Common Stock 11/24/2020 S( 5 ) 4,609 D $ 4.3854 40,258 I By: Deed of Trust Peter K. Miller, dated October 13, 2014 ( 3 ) Common Stock 11/24/2020 F( 5 ) 6,112 D $ 4.3854 34,146 I By: Deed of Trust Peter K. Miller, dated October 13, 2014 ( 3 ) Common Stock 11/25/2020 M( 6 ) 37,985 A $ 1.63 237,860 D Common Stock 11/25/2020 S( 6 ) 10,617 D $ 4.3023 227,243 D Common Stock 11/25/2020 F( 6 ) 14,515 D $ 4.3023 212,728 D Common Stock 11/25/2020 M( 7 ) 18,393 A $ 1.63 52,539 I By: Deed of Trust Peter K. Miller, dated October 13, 2014 ( 3 ) Common Stock 11/25/2020 S( 7 ) 5,141 D $ 4.3023 47,398 I By: Deed of Trust Peter K. Miller, dated October 13, 2014 ( 3 ) Common Stock 11/25/2020 F( 7 ) 7,028 D $ 4.3023 40,370 I By: Deed of Trust Peter K. Miller, dated October 13, 2014 ( 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 ) 129,021 ( 8 ) 02/11/2021 Common Stock 129,021 $ 0 333,518 D Stock Option (Right to Buy) $ 1.63 11/23/2020 M( 2 ) 62,488 ( 8 ) 02/11/2021 Common Stock 62,488 $ 0 223,602 I By: Deed of Trust of Peter K. Miller, dated October 13, 2014 ( 3 ) Stock Option (Right to Buy) $ 1.63 11/24/2020 M( 4 ) 33,653 ( 8 ) 02/11/2021 Common Stock 33,653 $ 0 299,865 D Stock Option (Right to Buy) $ 1.63 11/24/2020 M( 5 ) 16,302 ( 8 ) 02/11/2021 Common Stock 16,302 $ 0 207,300 I By: Deed of Trust of Peter K. Miller, dated October 13, 2014 ( 3 ) Stock Option (Right to Buy) $ 1.63 11/25/2020 M( 6 ) 37,985 ( 8 ) 02/11/2021 Common Stock 37,985 $ 0 261,880 D Stock Option (Right to Buy) $ 1.63 11/25/2020 M( 7 ) 18,393 ( 8 ) 02/11/2021 Common Stock 18,393 $ 0 188,907 I By: Deed of Trust of Peter K. Miller, dated October 13, 2014 ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Miller Peter K C/O OPTINOSE, INC. 1020 STONY HILL ROAD, SUITE 300 YARDLEY, PA19067 X Chief Executive Officer 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//21. On November 23, 2020, 129,021 options were exercised pursuant to the terms of the 10b5-1 Plan resulting in the reporting person's receipt of 44,844 shares of common stock, the cancellation of 47,150 option shares in satisfaction of the exercise price for such options and the sale of 37,027 shares to cover estimated withholding taxes in connection with such exercise. ( 2 )The Deed Trust of Peter K. Miller (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, 62,488 options were exercised pursuant to the terms of the 10b5-1 Plan resulting in the reporting person's receipt of 21,719 shares of common stock, the cancellation of 22,836 option shares in satisfaction of the exercise price for such options and the sale of 17,933 shares to cover estimated withholding taxes in connection with such exercise. ( 3 )Shares held by Deed of Trust of Peter K. Miller, dated October 13, 2014, the beneficiaries of which are Mr. Miller and his 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, 33,653 options were exercised pursuant to the terms of the 10b5-1 Plan resulting in the reporting person's receipt of 11,521 shares of common stock, the cancellation of 12,617 option shares in satisfaction of the exercise price for such options and the sale of 9,515 shares to cover estimated withholding taxes in connection with such exercise. ( 5 )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, 16,302 options were exercised pursuant to the terms of the 10b5-1 Plan resulting in the reporting person's receipt of 5,581 shares of common stock, the cancellation of 6,112 option shares in satisfaction of the exercise price for such options and the sale of 4,609 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, 37,985 options were exercised pursuant to the terms of the 10b5-1 Plan resulting in the reporting person's receipt of 12,853 shares of common stock, the cancellation of 14,515 option shares in satisfaction of the exercise price for such options and the sale of 10,617 shares to cover estimated withholding taxes in connection with such exercise. ( 7 )The Deed Trust of Peter K. Miller (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, 18,393 options were exercised pursuant to the terms of the 10b5-1 Plan resulting in the Trust's receipt of 6,224 shares of common stock, the cancellation of 7,028 option shares in satisfaction of the exercise price for such options and the sale of 5,141 shares to cover estimated withholding taxes in connection with such exercise. ( 8 )All option shares are exercisable.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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