Ramy A. Mahmoud - 15 Sep 2022 Form 4 Insider Report for OptiNose, Inc. (OPTN)

Role: President and COO
Signature: /s/ Anthony Krick, Attorney-in-Fact
Issuer symbol: OPTN
Transactions as of: 15 Sep 2022
Net transactions value: -$94,488
Form type: 4
Filing time: 20 Sep 2022, 17:32:59 UTC
Previous filing: 17 Jun 2022
Next filing: 19 Dec 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OPTN	Common Stock	Award	$0	+6,113	+2.8%	$0.000000	222,070	15 Sep 2022	Direct	F1
transaction	OPTN	Common Stock	Sale	$84,004	-23,663	-11%	$3.55	198,407	16 Sep 2022	Direct	F2
transaction	OPTN	Common Stock	Sale	$10,484	-2,945	-1.5%	$3.56	195,462	20 Sep 2022	Direct	F2
holding	OPTN	Common Stock						172,422	15 Sep 2022	By: The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud

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

Explanation of Responses:

Id	Content
F1	Represents the grant of performance-based restricted stock units (Performance RSUs) on March 6, 2020. Fifty percent (50%) of the Performance RSUs vested on June 15, 2022, upon achievement of certain milestones in connection with the Company's development programs. The balance vests in eight equal quarterly installments, subject to continued service with the Issuer. Each Performance RSU represents the right to receive one share of common stock of OptiNose, Inc.
F2	Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted share units. This sale is mandated by the issuer's award agreement under its equity incentive plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.

Content

Represents the grant of performance-based restricted stock units (Performance RSUs) on March 6, 2020. Fifty percent (50%) of the Performance RSUs vested on June 15, 2022, upon achievement of certain milestones in connection with the Company's development programs. The balance vests in eight equal quarterly installments, subject to continued service with the Issuer. Each Performance RSU represents the right to receive one share of common stock of OptiNose, Inc.

Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted share units. This sale is mandated by the issuer's award agreement under its equity incentive plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.