Sec Form 4 Filing - Kohler Terry @ 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

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1. Name and Address of Reporting Person Kohler Terry 2. Issuer Name and Ticker or Trading Symbol OptiNose, Inc. [ OPTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (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 Common Stock 05/21/2025 D 30,541 D 0 D

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) $ 10.65 05/21/2025 D( 4 ) 45,000 ( 4 ) 10/07/2034 Common Stock 45,000 < a href="#F4">( 4 ) 0 D Stock Option (Right to Buy) $ 5.77 05/21/2025 D( 4 ) 6,950 ( 4 ) 02/21/2035 Common Stock 6,950 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kohler Terry C/O OPTINOSE, INC. 777 TOWNSHIP LINE ROAD, SUITE 300 YARDLEY, PA19067 Chief Financial Officer 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, (i) each outstanding and vested restricted stock unit ("RSU") was canceled, with the holder thereof entitled to receive, with respect to each share of Common Stock underlying such award (A) the Cash Consideration and (B) one CVR and (ii) each outstanding and unvested RSU was canceled, with the holder thereof contingently entitled to receive, with respect to each share of Common Stock underlying such award (A) the Cash Consideration and (B) one CVR, with such consideration vesting and becoming payable, if at all, at the same time as the unvested RSU would have vested and been payable pursuant to its terms. ( 4 )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.

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