SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Avista Capital Partners II GP, LLC

(Last)

(First)

(Middle)

C/O AVISTA CAPITAL HOLDINGS, L.P.

65 E. 55TH STREET, 18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OptiNose, Inc. [ OPTN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/12/2023		J⁽¹⁾		10,102,707	D	⁽¹⁾	33,667	I	See footnote⁽²⁾
Common Stock	05/12/2023		J⁽¹⁾		3,328,648	D	⁽¹⁾	0	I	See footnote⁽³⁾
Common Stock	05/12/2023		J⁽¹⁾		807,995	D	⁽¹⁾	0	I	See footnote⁽⁴⁾
Common Stock	05/12/2023		J⁽¹⁾		48,370	A	⁽¹⁾	48,370	I	See footnote⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Avista Capital Partners II GP, LLC

(Last)

(First)

(Middle)

C/O AVISTA CAPITAL HOLDINGS, L.P.

65 E. 55TH STREET, 18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Avista Capital Partners II, L.P.

(Last)

(First)

(Middle)

65 EAST 55TH STREET

18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Avista Capital Partners (Offshore) II, L.P.

(Last)

(First)

(Middle)

65 EAST 55TH STREET

18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Avista Capital Partners (Offshore) II-A, LP

(Last)

(First)

(Middle)

65 EAST 55TH STREET

18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents a pro rata in-kind distribution of shares of Common Stock of the Issuer to partners for no consideration and includes subsequent distributions by the general partner to its members.

2. Represents shares of the Issuer held by Avista Capital Partners II, L.P. ("ACP II"). Avista Capital Partners II GP, LLC ("ACP II GP") is the general partner of ACP II. By virtue of this relationship, ACP II GP may be deemed to share beneficial ownership of the shares of common stock held by ACP II. Each of ACP II GP and ACP II expressly disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.

3. Represents shares of the Issuer held by Avista Capital Partners (Offshore) II, L.P. ("ACP Offshore II"). ACP II GP is the general partner of ACP Offshore II. By virtue of this relationship, ACP II GP may be deemed to share beneficial ownership of the shares of common stock held by ACP Offshore II. Each of ACP II GP and ACP Offshore II expressly disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.

4. Represents shares of the Issuer held by Avista Capital Partners (Offshore) II-A, L.P. ("ACP Offshore II-A"). ACP II GP is the general partner of ACP Offshore II-A. By virtue of this relationship, ACP II GP may be deemed to share beneficial ownership of the shares of common stock held by ACP Offshore II-A. Each of ACP II GP and ACP Offshore II-A expressly disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.

5. Represents shares off the Issuer received by ACP II GP in the pro rata in-kind distribution referred to in footnote 1 above. ACP II GP expressly disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.

Remarks:

	Avista Capital Partners II GP, LLC, By: /s/ Ben Silbert	05/12/2023
	Avista Capital Partners II, L.P., By: Avista Capital Partners II GP, LLC, its General Partner, By: /s/ Ben Silbert	05/12/2023
	Avista Capital Partners (Offshore) II, L.P., By: Avista Capital Partners II GP, LLC, its General Partner, By: /s/ Ben Silbert	05/12/2023
	Avista Capital Partners (Offshore) II-A, L.P., By: Avista Capital Partners II GP, LLC, its General Partner, By: /s/ Ben Silbert	05/12/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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