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Filing Details

Accession Number:: 0000947871-19-000876
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-11-29 11:56:17
Reporting Period:: 2019-11-26

Accepted Time:: 2019-11-29 11:56:17
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1609550	Inspire Medical Systems Inc.	INSP	()	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1055951	Orbimed Advisors Llc	601 Lexington Avenue 54Th Floor New York NY 10022-4629		Yes	No	No	No
1615374	Orbimed Capital Gp V Llc	601 Lexington Avenue 54Th Floor New York NY 10022		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.001 Par Value	Disposition	2019-11-26	20,135	$69.55	1,452,191	No	4	S	Indirect	See Footnotes
Common Stock, $0.001 Par Value	Disposition	2019-11-26	50,478	$70.16	1,401,713	No	4	S	Indirect	See Footnotes
Common Stock, $0.001 Par Value	Disposition	2019-11-27	3,100	$70.60	1,398,613	No	4	S	Indirect	See Footnotes
Common Stock, $0.001 Par Value	Disposition	2019-11-27	47,981	$71.67	1,350,632	No	4	S	Indirect	See Footnotes
Common Stock, $0.001 Par Value	Disposition	2019-11-27	2,306	$72.13	1,348,326	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Footnotes

Transaction effected pursuant to a Rule 10b5-1 trading plan established by OrbiMed Private Investments V, LP ("OPI V") on September 13, 2019.
The price recorded in column 4 is a weighted average price. These shares of the Issuer's common stock ("Shares") were sold in multiple transactions at prices ranging from $69.00 to $69.99, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission (the "SEC") full information regarding the Shares purchased at each separate price within the range set forth in this footnote.
The price recorded in column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $70.00 to $70.76, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote.
The price recorded in column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $70.08 to $71.03, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote.
The price recorded in column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $71.10 to $72.08, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote.
The price recorded in column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $72.10 to $72.25, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote.
These securities are held of record by 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.