Ramy A. Mahmoud - Feb 28, 2024 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: Feb 28, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/29/2024, 04:04 PM
Previous filing: Feb 1, 2024
Next filing: Mar 19, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OPTN	Common Stock	Award	$0	+796K	+145.15%	$0.00	1.34M	Feb 28, 2024	Direct	F1
holding	OPTN	Common Stock						172K	Feb 28, 2024	By: The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud

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	+398K		$0.00	398K	Feb 28, 2024	Common Stock	398K	$1.82	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 February 28, 2025, 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 certain minimum performance criteria related to the net revenue and operating profit of OptiNose, Inc. are achieved, then any unvested RSUs shall become fully-vested 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 February 28, 2024. Twenty-five percent (25%) of the option vests and becomes exercisable on February 28, 2025, 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 February 28, 2025, 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 certain minimum performance criteria related to the net revenue and operating profit of OptiNose, Inc. are achieved, then any unvested RSUs shall become fully-vested 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 February 28, 2024. Twenty-five percent (25%) of the option vests and becomes exercisable on February 28, 2025, 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.