Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

Names of Reporting Persons

Entrepreneurs Fund LP

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Jersey, Channel Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

2,240,065

Sole Dispositive Power

0

Shared Dispositive Power

2,240,065

Aggregate Amount Beneficially Owned by Each Reporting Person

2,240,065

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

Percent of Class Represented by Amount in Row (9)

4.30%⁽¹⁾

Type of Reporting Person (See Instructions)

PN

Based upon 52,080,552 shares of Common Stock of the Issuer outstanding as of October 30, 2020 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020.

Names of Reporting Persons

Entrepreneurs Fund General Partner Limited

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Jersey, Channel Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

2,240,065

Sole Dispositive Power

0

Shared Dispositive Power

2,240,065

Aggregate Amount Beneficially Owned by Each Reporting Person

2,240,065

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

Percent of Class Represented by Amount in Row (9)

4.30%⁽¹⁾

Type of Reporting Person (See Instructions)

OO

Based upon 52,080,552 shares of Common Stock of the Issuer outstanding as of October 30, 2020 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020.

Names of Reporting Persons

Paul Bradshaw

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Jersey, Channel Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

2,240,065

Sole Dispositive Power

0

Shared Dispositive Power

2,240,065

Aggregate Amount Beneficially Owned by Each Reporting Person

2,240,065

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

Percent of Class Represented by Amount in Row (9)

4.30%⁽¹⁾

Type of Reporting Person (See Instructions)

IN

Based upon 52,080,552 shares of Common Stock of the Issuer outstanding as of October 30, 2020 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020.

Names of Reporting Persons

Colin Dow

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Jersey, Channel Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

2,240,065

Sole Dispositive Power

0

Shared Dispositive Power

2,240,065

Aggregate Amount Beneficially Owned by Each Reporting Person

2,240,065

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

Percent of Class Represented by Amount in Row (9)

4.30%⁽¹⁾

Type of Reporting Person (See Instructions)

IN

Based upon 52,080,552 shares of Common Stock of the Issuer outstanding as of October 30, 2020 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020.

Name of Issuer:

OptiNose, Inc.

Address of Issuer’s Principal Executive Offices:

1020 Stony Hill Road, Suite 300, Yardley, PA 19067

Name of Person Filing:

Entrepreneurs Fund LP (“EP LP”); Entrepreneurs Fund General Partner Limited (“EP GP” and, together with EP LP, the “Reporting Entities” and individually, each a “Reporting Entity”); and Paul Bradshaw (“Bradshaw”) and Colin Dow (“Dow” and, together with Bradshaw, the “Managing Directors” and individually, each a “Managing Director”). The Reporting Entities and the Managing Directors are collectively referred to as the “Reporting Persons”.

Address of Principal Business Office or, if none, Residence:

2^nd Floor, Windward House, La Route de la Liberation, St. Heller, Jersey, Channel Islands JE2 3BQ

Citizenship:

Entrepreneurs Fund LP is a limited partnership and Entrepreneurs Fund General Partner Limited is a limited company and both are organized under the laws of Jersey, Channel Islands. Each Managing Director is a British citizen.

Title of Class of Securities:

Common Stock, $0.001 par value per share.

CUSIP Number:

68404V100

☐   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

☐   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

☐   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

☐   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

☐   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

☐   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

☐   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

☐   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐   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);

☐   A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

☐   Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Amount beneficially owned:

2,240,065 shares of Common Stock were held by EF LP (the “Record Shares”) as of December 31, 2020. EF GP, as the sole general partner of EF LP, may be deemed to beneficially own the Record Shares. As managing directors of EF GP, each Managing Director may also be deemed to share the power to direct the disposition and vote of the Record Shares.

Percent of class:

In the aggregate, the Reporting Persons beneficially own approximately 4.30% of the outstanding shares of Common Stock, based upon 52,080,552 shares of Common Stock outstanding as of October 30, 2020 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020.

Sole power to vote or to direct the vote

0 shares for each Reporting Person

Shared power to vote or to direct the vote

Each of the Reporting Persons: 2,240,065

Sole power to dispose or to direct the disposition of

0 shares for each Reporting Person

Shared power to dispose or to direct the disposition of

Each of the Reporting Persons: 2,240,065