Sec Form 4 Filing - Mahmoud Ramy A @ OptiNose, Inc. - 2020-12-23

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 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) 12/23/2020 (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 12/23/2020 M( 1 ) 85,016 A $ 1.63 216,504 D Common Stock 12/23/2020 S( 1 ) 23,436 D $ 4.0342 193,068 D Common Stock 12/23/2020 F( 1 ) 34,013 D $ 4.0342 159,055 D Common Stock 12/23/2020 M( 2 ) 28,342 A $ 1.63 54,573 I By: The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud ( 3 ) Common Stock 12/23/2020 S( 2 ) 7,835 D $ 4.0341 46,738 I By: The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud ( 3 ) Common Stock 12/23/2020 F( 2 ) 11,012 D $ 4.0341 35,726 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 12/23/2020 M( 1 ) 85,016 ( 4 ) 02/11/2021 Common Stock 85,016 $ 0 0 D Stock Option (Right to Buy) $ 1.63 12/23/2020 M( 2 ) 28,341 ( 4 ) 02/11/2021 Common Stock 28,341 $ 0 0 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 12/29/2020 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 December 23, 2020, 85,016 options were exercised pursuant to the terms of the 10b5-1 Plan resulting in the reporting person's receipt of 27,567 shares of common stock, the cancellation of 34,013 option shares in satisfaction of the exercise price for such options and the sale of 23,436 shares to cover estimated withholding taxes in connection with and exercise price of 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 December 23, 2020, 28,341 options were exercised pursuant to the terms of the 10b5-1 Plan resulting in the reporting person's receipt of 9,494 shares of common stock, the cancellation of 11,012 option shares in satisfaction of the exercise price for such options and the sale of 7,835 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 )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).

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