0001104659-18-029968.txt : 20180502 0001104659-18-029968.hdr.sgml : 20180502 20180502204030 ACCESSION NUMBER: 0001104659-18-029968 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180502 FILED AS OF DATE: 20180502 DATE AS OF CHANGE: 20180502 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LIDDLE DAVID E CENTRAL INDEX KEY: 0001212726 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38468 FILM NUMBER: 18801468 MAIL ADDRESS: STREET 1: C/O THE NEW YORK TIMES CO STREET 2: 229 WEST 43RD ST CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Matteucci Paul A CENTRAL INDEX KEY: 0001370817 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38468 FILM NUMBER: 18801467 MAIL ADDRESS: STREET 1: 2735 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FEDERMAN IRWIN CENTRAL INDEX KEY: 0001192391 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38468 FILM NUMBER: 18801470 MAIL ADDRESS: STREET 1: 2735 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KRAUSZ STEVEN M CENTRAL INDEX KEY: 0001190636 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38468 FILM NUMBER: 18801469 MAIL ADDRESS: STREET 1: 2735 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROOT JONATHAN D CENTRAL INDEX KEY: 0001225480 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38468 FILM NUMBER: 18801466 MAIL ADDRESS: STREET 1: 2735 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: YOUNG PHILIP M CENTRAL INDEX KEY: 0001048637 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38468 FILM NUMBER: 18801465 MAIL ADDRESS: STREET 1: 2735 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: U S Venture Partners IX L P CENTRAL INDEX KEY: 0001309185 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38468 FILM NUMBER: 18801471 BUSINESS ADDRESS: STREET 1: 2735 SAND HILL RD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-9080 MAIL ADDRESS: STREET 1: 2735 SAND HILL RD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Presidio Management Group IX, L.L.C. CENTRAL INDEX KEY: 0001527715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38468 FILM NUMBER: 18801472 BUSINESS ADDRESS: STREET 1: 2735 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-9080 MAIL ADDRESS: STREET 1: 2735 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Inspire Medical Systems, Inc. CENTRAL INDEX KEY: 0001609550 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 261377674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9700 63RD AVENUE N STREET 2: SUITE 200 CITY: MAPLE GROVE STATE: X1 ZIP: 55369 BUSINESS PHONE: 763-205-7970 MAIL ADDRESS: STREET 1: 9700 63RD AVENUE N STREET 2: SUITE 200 CITY: MAPLE GROVE STATE: X1 ZIP: 55369 3 1 a3.xml 3 X0206 3 2018-05-02 0 0001609550 Inspire Medical Systems, Inc. INSP 0001527715 Presidio Management Group IX, L.L.C. 1460 EL CAMINO REAL, #100 MENLO PARK CA 94025 0 0 1 0 0001309185 U S Venture Partners IX L P 1460 EL CAMINO REAL, #100 MENLO PARK CA 94025 0 0 1 0 0001192391 FEDERMAN IRWIN 1460 EL CAMINO REAL, #100 MENLO PARK CA 94025 0 0 1 0 0001190636 KRAUSZ STEVEN M 1460 EL CAMINO REAL, #100 MENLO PARK CA 94025 0 0 1 0 0001212726 LIDDLE DAVID E 1460 EL CAMINO REAL, #100 MENLO PARK CA 94025 0 0 1 0 0001370817 Matteucci Paul A 1460 EL CAMINO REAL, #100 MENLO PARK CA 94025 0 0 1 0 0001225480 ROOT JONATHAN D 1460 EL CAMINO REAL, #100 MENLO PARK CA 94025 0 0 1 0 0001048637 YOUNG PHILIP M 1460 EL CAMINO REAL, #100 MENLO PARK CA 94025 0 0 1 0 Series A Convertible Preferred Stock Common Stock 360902 I See Footnote Series B Convertible Preferred Stock Common Stock 389893 I See Footnote Series C Convertible Preferred Stock Common Stock 472581 I See Footnote Series D Convertible Preferred Stock Common Stock 210147 I See Footnote Series E Convertible Preferred Stock Common Stock 163962 I See Footnote Series F Convertible Preferred Stock Common Stock 570769 I See Footnote Shares of Series A, Series B, Series C, Series D, Series E and Series F Convertible Preferred Stock (collectively, the "Convertible Preferred Stock") have no expiration date and are convertible, at the option of the holder, into shares of Common Stock at the then-effective conversion rate 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")). The shares of Convertible Preferred Stock will automatically convert into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the closing of the Issuer's initial public offering. Shares of Series A, Series C, Series D and Series F Convertible Preferred Stock are convertible into shares of Common Stock at a 1-for-0.1504 conversion rate. Shares of Series B Convertible Preferred Stock are convertible into shares of Common Stock at a 1-for-0.1855 conversion rate. Shares of Series E Convertible Preferred Stock are convertible into shares of Common Stock at a 1-for-0.1728 conversion rate. The shares are held of record by U.S. Venture Partners IX, L.P. ("USVP IX"). Presidio Management Group IX, LLC ("PMG IX") is the general partner of USVP IX and may be deemed to have sole voting and dispositive power over the shares held by USVP IX. Casey Tansey, a director of the Issuer, and each of Irwin Federman, Steven M. Krausz, David E. Liddle, Paul A. Matteucci, Jonathan D. Root, and Philip M. Young, are managing members of PMG IX, and may be deemed to share voting and dispositive power over the shares held by USVP IX. Such persons and entities disclaim beneficial ownership of shares held by USVP IX, except to the extent of any proportionate pecuniary interest therein. Exhibit List: Exhibit 24 - Power of Attorney /s/ Richard Buchholz, Attorney-in-Fact for Presidio Management Group, IX 2018-05-02 /s/ Richard Buchholz, Attorney-in-Fact for U.S. Venture Partners IX, L.P. 2018-05-02 /s/ Richard Buchholz, Attorney-in-Fact for Irwin Federman 2018-05-02 /s/ Richard Buchholz, Attorney-in-Fact for Steven M. Krausz 2018-05-02 /s/ Richard Buchholz, Attorney-in-Fact for David E. Liddle 2018-05-02 /s/ Richard Buchholz, Attorney-in-Fact for Paul A. Matteucci 2018-05-02 /s/ Richard Buchholz, Attorney-in-Fact for Jonathon D. Root 2018-05-02 /s/ Richard Buchholz, Attorney-in-Fact for Philip M. Young 2018-05-02 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Timothy P. Herbert, Richard Buchholz and Steven Jandrich or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)                       execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Inspire Medical Systems, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(2)                       do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

(3)                       take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of April, 2018.

 

 

/s/ Dale Holladay

 

Presidio Management Group IX, L.L.C.

 

By: Dale Holladay

 

Title: Chief Financial Officer

 

 

 

/s/ Dale Holladay

 

U.S. Venture Partners IX, L.P.

 

By: Dale Holladay

 

Title: Chief Financial Officer

 

 

 

/s/ Paul Matteucci

 

Paul Matteucci

 

 

 

/s/ Jonathan D. Root

 

Jonathan D. Root

 


 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Timothy P. Herbert, Richard Buchholz and Steven Jandrich or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)                       execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Inspire Medical Systems, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(2)                       do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

(3)                       take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of April, 2018.

 

 

/s/ Irwin Federman

 

Irwin Federman

 

 

 

/s/ Steven Krausz

 

Steven Krausz

 

 

 

/s/ David Liddle

 

David Liddle

 

 

 

/s/ Philip M. Young

 

Philip M. Young