Sec Form 4 Filing - NELSON MARILYN C @ Inspire Medical Systems, Inc. - 2018-05-02

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 NELSON MARILYN C 2. Issuer Name and Ticker or Trading Symbol Inspire Medical Systems, Inc. [ INSP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O INSPIRE MEDICAL SYSTEMS, INC., 9700 63RD AVENUE NORTH, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 05/02/2018 (Street) MAPLE GROVE, MN55369 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 05/07/2018 C 79,023 A 195,259 I By LLC ( 4 ) Common Stock 05/07/2018 C 85,371 A 280,630 I By LLC ( 4 ) Common Stock 05/07/2018 C 103,477 A 384,107 I By LLC ( 4 ) Common Stock 05/07/2018 C 46,013 A 430,120 I By LLC ( 4 ) Common Stock 05/07/2018 C 63,514 A 493,634 I By LLC ( 4 ) Common Stock 05/07/2018 C 75,317 A 568,951 I By LLC ( 4 ) Common Stock 05/07/2018 P 62,500 A $ 16 631,451 I By LLC ( 4 )

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 Series A Convertible Preferred Stock ( 1 ) 05/07/2018 C 525,507 ( 1 ) ( 1 ) Common Stock 79,023 $ 0 0 I By LLC ( 4 ) Series B Convertible Preferred Stock ( 2 ) 05/07/2018 C 460,325 ( 2 ) ( 2 ) Common Stock 85,371 $ 0 0 I By LLC ( 4 ) Series C Convertible Preferred Stock ( 1 ) 05/07/2018 C 688,122 ( 1 ) ( 1 ) Common Stock 103,477 $ 0 0 I By LLC ( 4 ) Series D Convertible Preferred Stock ( 1 ) 05/07/2018 C 305,993 ( 1 ) ( 1 ) Common Stock 46,013 $ 0 0 I By LLC ( 4 ) Series E Convertible Preferred Stock ( 3 ) 05/07/2018 C 367,577 ( 3 ) ( 3 ) Common Stock 63,514 $ 0 0 I By LLC ( 4 ) Series F Convertible Preferred Stock ( 1 ) 05/07/2018 C 500,863 ( 1 ) ( 1 ) Common Stock 75,317 $ 0 0 I By LLC ( 4 ) Employee Stock Option (right to buy) $ 16 05/02/2018 A 17,296 ( 5 ) 05/02/2028 Common Stock 17,296 $ 0 17,296 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NELSON MARILYN C C/O INSPIRE MEDICAL SYSTEMS, INC. 9700 63RD AVENUE NORTH, SUITE 200 MAPLE GROVE, MN55369 X Signatures Richard Buchholz, as Attorney-in-Fact for Marilyn Carlson Nelson 05/09/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Series A, Series C, Series D and Series F Convertible Preferred Stock automatically converted into shares of the Issuer's Common Stock at a 1-for-0.1504 conversion rate immediately prior to the closing of the Issuer's initial public offering ("IPO") for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Issuer's Sixth Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation")). These shares had no expiration date. ( 2 )Shares of Series B Convertible Preferred Stock automatically converted into shares of the Issuer's Common Stock at a 1-for-0.1855 conversion rate immediately prior to the closing of the Issuer's IPO for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Issuer's Certificate of Incorporation). These shares had no expiration date. ( 3 )Shares of Series E Convertible Preferred Stock automatically converted into shares of the Issuer's Common Stock at a 1-for-0.1728 conversion rate immediately prior to the closing of the Issuer's IPO for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Issuer's Certificate of Incorporation). These shares had no expiration date. ( 4 )Shares held by GDN Holdings, LLC, of which the Reporting Person is the managing member. ( 5 )The option vests and becomes exercisable on May 2, 2019, subject to the Reporting Person's continuous service to the Issuer through such date. The option was erroneously included on the Reporting Person's Form 3 filed on May 2, 2018.

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

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