0001104659-18-031867.txt : 20180509
0001104659-18-031867.hdr.sgml : 20180509
20180509212112
ACCESSION NUMBER: 0001104659-18-031867
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180507
FILED AS OF DATE: 20180509
DATE AS OF CHANGE: 20180509
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38468
FILM NUMBER: 18820237
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Capital GP V LLC
CENTRAL INDEX KEY: 0001615374
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38468
FILM NUMBER: 18820236
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
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
4
1
a4.xml
4
X0306
4
2018-05-07
0
0001609550
Inspire Medical Systems, Inc.
INSP
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001615374
OrbiMed Capital GP V LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Common Stock
2018-05-07
4
C
0
1582904
A
1582904
D
Common Stock
2018-05-07
4
C
0
548817
A
2131721
D
Common Stock
2018-05-07
4
P
0
312500
16.00
A
2444221
D
Series E Convertible Preferred Stock
2018-05-07
4
C
0
9160305
0
D
Common Stock
1582904
0
D
Series F Convertible Preferred Stock
2018-05-07
4
C
0
3649635
0
D
Common Stock
548817
0
D
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 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.
Shares of 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 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.
These securities are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the sole general partner of OPI V, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of GP V. By virtue of such relationships, GP V and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI V noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI V.
This report on Form 4 is jointly filed by GP V and Advisors. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, currently Chau Khuong, an employee of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.
/s/ Richard Buchholz, as Attorney-in-Fact for OrbiMed Advisors LLC
2018-05-09
/s/ Richard Buchholz, as Attorney-in-Fact for OrbiMed Capital GP V LLC
2018-05-09