Sec Form 4 Filing - Clavelli Victor M @ OptiNose, Inc. - 2022-01-11

Insider filing report for Changes in Beneficial Ownership
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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
Clavelli Victor M
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)
Chief Commercial Officer
(Last) (First) (Middle)
C/O OPTINOSE, INC., 1020 STONY HILL ROAD, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
01/11/2022
(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 01/11/2022 A 56,730( 1 ) A $ 0 195,398 D
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) $ 1.85 01/11/2022 A 85,095 ( 2 ) 01/11/2032 Common Stock 85,095 $ 0 85,095 D
Stock Option (Right to Buy) $ 1.85 01/11/2022 A 66,185( 3 ) ( 4 ) 01/11/2026 Common Stock 66,185 $ 0 66,185 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clavelli Victor M
C/O OPTINOSE, INC.
1020 STONY HILL ROAD, SUITE 300
YARDLEY, PA19067
Chief Commercial Officer
Signatures
/s/ Anthony Krick, Attorney-in-Fact 01/12/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the grant of restricted stock units (RSUs). Twenty-five percent (25%) of the RSUs vest on January 11, 2023, and the balance vests in equal quarterly installments over the remaining three years of the four-year period, subject to continued service with the Issuer. Each RSU represents the right to receive one share of common stock of OptiNose, Inc.
( 2 )The option vests and becomes exercisable over a four-year period commencing on January 11, 2022. Twenty-five percent (25%) of the option vests and becomes exercisable on January 11, 2023, and the balance vests in equal monthly installments (rounded down to the nearest whole share) over the remaining three years of the four-year period, subject to continued service with the Issuer.
( 3 )Represents the maximum number of options eligible to vest during the 4-year vesting period subject to the achievement of certain performance-based objectives relating to the trading price of OptiNose, Inc. common stock. If the minimum performance criteria relating to the trading price of OptiNose, Inc. common stock is not achieved, then none of the options will be eligible to vest.
( 4 )The option vests and becomes exercisable over a four-year period, commencing on January 11, 2022, subject to the achievement of certain performance-based objectives relating to the trading price of OptiNose, Inc. common stock and continued service with the Issuer.

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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