Avista Capital Partners (Offshore) II, L.P. 3
3 · OptiNose, Inc. · Filed Oct 12, 2017
Insider Transaction Report
Form 3
OptiNose, Inc.OPTN
Avista Capital Partners II GP, LLC
10% Owner
Holdings
- (indirect: By Avista Capital investment fund)
Series C Convertible Preferred Stock
→ Common Stock (641,370 underlying) - (indirect: By Avista Capital investment fund)
Series C-1 Convertible Preferred Stock
→ Common Stock (2,382,477 underlying) - (indirect: By Avista Capital investment fund)
Series C-2 Convertible Preferred Stock
→ Common Stock (81,687 underlying) - 33,028(indirect: By Avista Capital investment fund)
Common Stock
- (indirect: By Avista Capital investment fund)
Series C Convertible Preferred Stock
→ Common Stock (2,642,185 underlying) - (indirect: By Avista Capital investment fund)
Series C-1 Convertible Preferred Stock
→ Common Stock (189,911 underlying) - (indirect: By Avista Capital investment fund)
Series C-2 Convertible Preferred Stock
→ Common Stock (336,524 underlying) - (indirect: By Avista Capital investment fund)
Series D Convertible Preferred Stock
→ Common Stock (624,332 underlying) - 100,571(indirect: By Avista Capital investment fund)
Common Stock
- (indirect: By Avista Capital investment fund)
Series C-1 Convertible Preferred Stock
→ Common Stock (782,375 underlying) - 8,013(indirect: By Avista Capital investment fund)
Common Stock
- (indirect: By Avista Capital investment fund)
Series D Convertible Preferred Stock
→ Common Stock (205,023 underlying) - (indirect: By Avista Capital investment fund)
Series D Convertible Preferred Stock
→ Common Stock (49,767 underlying) - (indirect: By Avista Capital investment fund)
Series C Convertible Preferred Stock
→ Common Stock (8,045,969 underlying) - (indirect: By Avista Capital investment fund)
Series C-2 Convertible Preferred Stock
→ Common Stock (1,024,785 underlying)
Footnotes (4)
- [F1]Represents shares of the Issuer held by Avista Capital Partners II, L.P. ("ACP II"). Avista Capital Partners II GP, LLC ("ACP II GP") is the general partner of ACP II. As a result, ACP II GP may be deemed to share voting and investment power with respect to the shares held by ACP II. Each of ACP II and ACP II GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
- [F2]Represents shares of the Issuer held by Avista Capital Partners (Offshore) II, L.P. ("ACP II Offshore"). ACP II GP is the general partner of ACP II Offshore. As a result, ACP II GP may be deemed to share voting and investment power with respect to the shares held by ACP II Offshore. Each of ACP II Offshore and ACP II GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
- [F3]Represents shares of the Issuer held by Avista Capital Partners (Offshore) II-A, LP ("ACP II-A Offshore"). ACP II GP is the general partner of ACP II-A Offshore. As a result, ACP II GP may be deemed to share voting and investment power with respect to the shares held by ACP II-A Offshore. Each of ACP II-A Offshore and ACP II GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
- [F4]Each share of Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series C-2 Convertible Preferred Stock and Series D Convertible Preferred Stock will automatically convert into Common Stock on a 1-for-2.8897 basis upon the closing of the Issuer's initial public offering and has no expiration date.