Victor M. Clavelli - Jan 11, 2022 Form 4 Insider Report for OptiNose, Inc. (OPTN)

Role: Chief Commercial Officer
Signature: /s/ Anthony Krick, Attorney-in-Fact
Stock symbol: OPTN
Transactions as of: Jan 11, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/12/2022, 03:06 PM
Previous filing: Dec 17, 2021
Next filing: Mar 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OPTN	Common Stock	Award	$0	+56.7K	+40.91%	$0.00	195K	Jan 11, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OPTN	Stock Option (Right to Buy)	Award	$0	+85.1K		$0.00	85.1K	Jan 11, 2022	Common Stock	85.1K	$1.85	Direct	F2
transaction	OPTN	Stock Option (Right to Buy)	Award	$0	+66.2K		$0.00	66.2K	Jan 11, 2022	Common Stock	66.2K	$1.85	Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the grant of restricted stock units (RSUs). Twenty-five percent (25%) of the RSUs vest on January 11, 2023, and the balance vests in equal quarterly installments over the remaining three years of the four-year period, subject to continued service with the Issuer. Each RSU represents the right to receive one share of common stock of OptiNose, Inc.
F2	The option vests and becomes exercisable over a four-year period commencing on January 11, 2022. Twenty-five percent (25%) of the option vests and becomes exercisable on January 11, 2023, and the balance vests in equal monthly installments (rounded down to the nearest whole share) over the remaining three years of the four-year period, subject to continued service with the Issuer.
F3	Represents the maximum number of options eligible to vest during the 4-year vesting period subject to the achievement of certain performance-based objectives relating to the trading price of OptiNose, Inc. common stock. If the minimum performance criteria relating to the trading price of OptiNose, Inc. common stock is not achieved, then none of the options will be eligible to vest.
F4	The option vests and becomes exercisable over a four-year period, commencing on January 11, 2022, subject to the achievement of certain performance-based objectives relating to the trading price of OptiNose, Inc. common stock and continued service with the Issuer.