Ramy A. Mahmoud - Jan 30, 2023 Form 4 Insider Report for OptiNose, Inc. (OPTN)

Role: Chief Executive Officer, Director
Signature: /s/ Anthony Krick, Attorney-in-Fact
Stock symbol: OPTN
Transactions as of: Jan 30, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/2/2023, 11:29 AM
Previous filing: Jan 17, 2023
Next filing: Mar 20, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OPTN	Common Stock	Award	$0	+336K	+180.8%	$0.00	522K	Jan 30, 2023	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	+549K		$0.00	549K	Jan 30, 2023	Common Stock	549K	$1.74	Direct	F2

* 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 30, 2024, 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, provided that, in the event XHANCE is approved by the U.S. FDA for commercialization for the treatment of chronic rhinosinusitis or substantially similar indication in the U.S., then any unvested RSUs shall become fully-vested on the four month anniversary of such approval, subject to the Executive's continued service through such date. 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 31, 2023. Twenty-five percent (25%) of the option vests and becomes exercisable on January 30, 2024, 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.

Content

Represents the grant of restricted stock units (RSUs). Twenty-five percent (25%) of the RSUs vest on January 30, 2024, 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, provided that, in the event XHANCE is approved by the U.S. FDA for commercialization for the treatment of chronic rhinosinusitis or substantially similar indication in the U.S., then any unvested RSUs shall become fully-vested on the four month anniversary of such approval, subject to the Executive's continued service through such date. Each RSU represents the right to receive one share of common stock of OptiNose, Inc.

The option vests and becomes exercisable over a four-year period commencing on January 31, 2023. Twenty-five percent (25%) of the option vests and becomes exercisable on January 30, 2024, 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.