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Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P. and James E. Flynn filed an amended Schedule 13G/A reporting beneficial ownership in Inspire Medical Systems, Inc.
The filing states each Reporting Person beneficially owned 1,296,862 shares (4.50% of class). As of March 31, 2026, the Reporting Persons beneficially owned 2,703,238 shares (9.38%). The filing further states that as of May 14, 2026 the Reporting Persons ceased to beneficially own more than 5.0% of the outstanding ordinary shares.
Key Figures
Per-entity beneficial ownership:1,296,862 sharesPer-entity percent of class:4.50%Aggregate beneficial ownership as of March 31, 2026:2,703,238 shares+2 more
5 metrics
Per-entity beneficial ownership1,296,862 sharesAmount beneficially owned per Reporting Person (Item 4)
Per-entity percent of class4.50%Percent of class reported for each Reporting Person (Item 4)
Aggregate beneficial ownership as of March 31, 20262,703,238 sharesAggregate amount beneficially owned by the Reporting Persons as of March 31, 2026
Aggregate percent of class as of March 31, 20269.38%Aggregate percent of outstanding ordinary shares as of March 31, 2026
Date ownership fell below 5%May 14, 2026Date on which Reporting Persons ceased to beneficially own more than 5.0%
Key Terms
Schedule 13G/A, beneficially owned, shared dispositive power, shared voting power
4 terms
Schedule 13G/Aregulatory
"filed an amended Schedule 13G/A reporting beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 1,296,862.00"
shared voting powerregulatory
"Shared Voting Power 1,296,862.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Inspire Medical Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
457730109
(CUSIP Number)
05/14/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
457730109
1
Names of Reporting Persons
Deerfield Mgmt, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,296,862.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,296,862.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,296,862.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.50 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Notes to Rows 6, 8 and 9: Comprised of shares of common stock held by Deerfield Partners, L.P., of which Deerfield Mgmt, L.P. is the general partner. See Item 4 for information as to the Reporting Person's beneficial ownership as of March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
457730109
1
Names of Reporting Persons
Deerfield Management Company, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,296,862.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,296,862.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,296,862.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.50 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Notes to Rows 6, 8 and 9: Comprised of shares of common stock held by Deerfield Partners, L.P. of which Deerfield Management Company, L.P. is the investment advisor. See Item 4 for information as to the Reporting Person's beneficial ownership as of March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
457730109
1
Names of Reporting Persons
Deerfield Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,296,862.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,296,862.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,296,862.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.50 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Notes to Rows 6, 8 and 9: See Item 4 for information as to the Reporting Person's beneficial ownership as of March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
457730109
1
Names of Reporting Persons
James E. Flynn
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,296,862.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,296,862.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,296,862.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.50 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Notes to Rows 6, 8 and 9: Comprised of shares of common stock held by Deerfield Partners, L.P. See Item 4 for information as to the Reporting Person's beneficial ownership as of March 31, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Inspire Medical Systems, Inc.
(b)
Address of issuer's principal executive offices:
5500 Wayzata Blvd., Suite 1600, Golden Valley, MN 55416
Item 2.
(a)
Name of person filing:
James E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P.
(b)
Address or principal business office or, if none, residence:
James E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P., 345 Park Avenue South, 12th Floor, New York, NY 10010
(c)
Citizenship:
Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P. - Delaware limited partnerships;
James E. Flynn - United States citizen
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
457730109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
(iii) Sole power to dispose or to direct the disposition of:
All Reporting Persons - 0
(iv) Shared power to dispose or to direct the disposition of:
Deerfield Mgmt, L.P. - 1,296,862
Deerfield Management Company, L.P. - 1,296,862
Deerfield Partners, L.P. - 1,296,862
James E. Flynn - 1,296,862
See footnotes on cover pages which are incorporated by reference herein. As of March 31, 2026, the Reporting Persons beneficially owned 2,703,238 shares of the issuer's common stock, which represented 9.38% of the outstanding Ordinary Shares. As of May 14, 2026 (prior to reporting the Reporting Persons' beneficial ownership as of March 31, 2026), the Reporting Persons ceased to beneficially own more than 5.0% of the outstanding Ordinary Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit B
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Deerfield Mgmt, L.P.
Signature:
/s/ Jonathan Isler
Name/Title:
Jonathan Isler, Attorney-In-Fact
Date:
05/14/2026
Deerfield Management Company, L.P.
Signature:
/s/ Jonathan Isler
Name/Title:
Jonathan Isler, Attorney-In-Fact
Date:
05/14/2026
Deerfield Partners, L.P.
Signature:
/s/ Jonathan Isler
Name/Title:
Jonathan Isler, Attorney-In-Fact
Date:
05/14/2026
James E. Flynn
Signature:
/s/ Jonathan Isler
Name/Title:
Jonathan Isler, Attorney-In-Fact
Date:
05/14/2026
Exhibit Information
Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit C. Power of Attorney (1).
(1) Power of Attorney previously filed as Exhibit 24 to a Form 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn.
