Sec Form 4 Filing - Bednarski Eric @ OptiNose, Inc. - 2025-05-21

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Bednarski Eric 2. Issuer Name and Ticker or Trading Symbol OptiNose, Inc. [ OPTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O OPTINOSE, INC., 777 TOWNSHIP LINE ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/21/2025 (Street) YARDLEY, PA19067 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 15.6 05/21/2025 D( 1 )( 2 )( 3 ) 5,000 ( 3 ) 06/06/2034 Common Stock 5,000 ( 3 ) 0 D Stock Option (Right to Buy) $ 17.7 05/21/2025 D( 1 ) ( 2 )( 3 ) 3,566 ( 3 ) 06/08/2033 Common Stock 3,566 ( 3 ) 0 D Stock Option (Right to Buy) $ 29.25 05/21/2025 D( 1 )( 2 )( 3 ) 2,133 ( 3 ) 06/08/2032 Common Stock 2,133 ( 3 ) 0 D Stock Option (Right to Buy) $ 24.45 05/21/2025 D( 1 )( 2 )( 3 ) 1,925 ( 3 ) 12/10/2031 Common Stock 1,925 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bednarski Eric C/O OPTINOSE, INC. 777 TOWNSHIP LINE ROAD, SUITE 300 YARDLEY, PA19067 X Signatures /s/ Anthony J. Krick, Attorney-in-Fact 05/21/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 19, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Paratek Pharmaceuticals, Inc., a Delaware corporation ("Parent"), and Orca Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, on May 21, 2025, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time'). ( 2 )At the Effective Time, each outstanding share of Common Stock was automatically converted into the right to receive (i) $9.00 in cash, without interest (the "Cash Consideration") and (ii) one contractual contingent value right ("CVR") per share representing the right to receive two contingent payments of up to $5.00 in cash upon achievement of specified milestones, as specified further in the CVR Agreement, by and among Parent and Equiniti Trust Company, LLC, as rights agent. ( 3 )Pursuant to the Merger Agreement, at the Effective Time, each outstanding and unexercised stock option, whether vested or unvested, was converted into the right to receive (i) an amount in cash, without interest, equal to the excess, if any of (A) the Cash Consideration over (B) the exercise price per share of such stock option; provided that, (1) each stock option with an exercise price per share that is greater than $14.00 (the sum of the Cash Consideration and the maximum amount payable under the CVR) was cancelled for no consideration and (2) each stock option with an exercise price per share that is greater than the amount of the Cash Consideration but less than $14.00 was canceled and converted into the right to receive one CVR with the amount payable pursuant to such CVR, if any, reduced by the amount by which the exercise price per share of such stock option exceeds the Cash Consideration).

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.