Ramy A. Mahmoud - Dec 15, 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: Dec 15, 2023
Transactions value $: -$12,781
Form type: 4
Date filed: 12/20/2023, 12:21 PM
Previous filing: Sep 19, 2023
Next filing: Feb 1, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OPTN	Common Stock	Award	$0	+6.11K	+1.19%	$0.00	521K	Dec 15, 2023	Direct	F1
transaction	OPTN	Common Stock	Sale	-$12.8K	-11.1K	-2.13%	$1.15	510K	Dec 18, 2023	Direct	F2
holding	OPTN	Common Stock						172K	Dec 15, 2023	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 vesting of performance-based restricted stock units (Performance RSUs) granted 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 under multiple award agreements. 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 vesting of performance-based restricted stock units (Performance RSUs) granted 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 under multiple award agreements. 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.