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1.	To elect Peter K. Miller, Robert P. O'Neil and Sriram Venkataraman to the Company's Board of Directors, each to serve until the Company's 2021 Annual Meeting of Stockholders or until such person's successor is duly elected and qualified.

2.	To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2018.

3.	To transact any other business that is properly brought before the Annual Meeting or any adjournments or postponements thereof.

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•	U.S. Food and Drug Administration approval on September 18, 2017, of our new drug application for XHANCETM for the treatment of nasal polyps in patients 18 years of age or older.

•	Initial public offering of our common stock closed in October 2017, with gross proceeds of approximately $138.0 million and net proceeds of approximately $125.5 million.

•	Launch of our nurse educator team in November 2017 of approximately 85 nurse professionals who have called on approximately 5,000 ear, nose and throat (ENT) physicians and allergists and delivered over 10,000 presentations.

•	$100 million debt financing in December 2017 with funds affiliated with Athyrium Capital Management, with $75 million issued at the closing.

•	Launch of our sales force in March 2018 of approximately 80 territory managers into a defined footprint of approximately 120 territories targeting approximately 14,000 ENT physicians, allergists and “specialty like” primary care physicians.

•	Introduction of the XHANCE Xperience program in March 2018 to offer select physicians and their patients an opportunity to gain initial experience with XHANCE.

•	Retail launch of XHANCE in April 2018.

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•	this Notice of 2018 Annual Meeting of Stockholders and Proxy Statement (Proxy Statement);

•	our 2017 Annual Report to Stockholders, which consists of our Annual Report on Form 10-K for the year ended December 31, 2017 (Annual Report) that accompanies these materials; and

•	a proxy or voting instruction card that accompanies these materials.

•	view the proxy materials for the Annual Meeting on the Internet and vote your shares; and

•	instruct us to send our future proxy materials to you electronically by email.

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Stockholder of Record: If your shares are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the Annual Meeting. If you do not wish to vote in person or you will not be attending the Annual Meeting, you may vote by proxy over the Internet, by telephone or by mail by following the instructions contained on the proxy card that accompanied these materials. See “How can I vote my shares without attending the Annual Meeting?” below.

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Beneficial Owner: If your shares are held through a broker, bank, trust or other nominee, like the vast majority of our stockholders, you are considered the beneficial owner of shares held in street name, and these proxy materials were forwarded to you by that organization. As the beneficial owner, you have the right to direct your broker, bank, trustee, or other nominee how to vote your shares. Since a beneficial owner is not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, bank, trustee, or other nominee that holds your shares giving you the right to vote the shares at the Annual Meeting. If you do not wish to vote in person or you will not be attending the Annual Meeting, you may vote by proxy over the Internet, by telephone or by mail by following the instructions on the voting instruction card provided to you by your broker, bank, trustee, or other nominee. See “How can I vote my shares without attending the Annual Meeting?” below.

•	Stockholder of Record: If you are a stockholder of record, you may vote by proxy. You can vote by proxy over the Internet, by telephone or by mail by following the instructions on the proxy card that accompanied these proxy materials.

•	Beneficial Owner: If you hold shares beneficially in street name, you may also vote by proxy over the Internet, by telephone or by mail by following the instructions on the voting instruction card provided to you by your broker, bank, trustee, or other nominee.

•	granting a new proxy bearing a later date by following the instructions provided in the proxy card that accompanied these proxy materials;

•	providing a written notice of revocation to our Corporate Secretary at 1020 Stony Hill Road, Suite 300, Yardley, Pennsylvania 19067, which notice must be received by our Corporate Secretary before the Annual Meeting; or

•	attending the Annual Meeting and voting in person.

•	submitting new voting instructions to your broker, bank, other trustee, or nominee by following the instructions provided in the voting instruction card that accompanied these proxy materials; or,

•	if you have obtained a valid legal proxy from your broker, bank, trustee, or other nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person using the valid legal proxy.

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Proposal No. 1: Election of directors.  Votes may be cast: FOR ALL nominees, WITHHOLD ALL nominees or FOR ALL EXCEPT those nominees noted by you on the appropriate portion of your proxy or voting instructions. A plurality of the votes cast by the holders of record of common stock entitled to vote in the election of directors is required to elect director nominees, and as such, the three nominees who receive the greatest number of votes cast by stockholders entitled to vote on the matter will be elected. Broker non-votes and abstentions will have no effect on the outcome of this proposal.

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Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as our independent public registered accounting firm for the fiscal year ending December 31, 2018.  Votes may be cast: FOR, AGAINST or ABSTAIN. The approval of this Proposal No. 2 requires the affirmative vote of the majority of the votes cast on the proposal (meaning the number of shares voted FOR the proposal must exceed the number of shares voted AGAINST the proposal). Broker non-votes will not occur in connection with this proposal because brokers, banks, trustees and other nominees have discretionary voting authority to vote shares on the ratification of independent registered public accounting firms under stock exchange rules without specific instructions from the beneficial owner of such shares. Abstentions will have no effect on the outcome of this proposal.

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Messrs. Venkataraman, Pickering and Tamaroff were originally elected to our Board of Directors pursuant to certain stockholder rights of Avista Capital Partner's (Avista Capital) in connection with its prior investments in our Company and continue to serve on our Board of Directors in connection with Avista Capital's right to designate for nomination up to three directors pursuant to the Stockholders' Agreement we entered into with Avista Capital in connection with our initial public offering. See the "Corporate Governance and Board Matters - Stockholders' Agreement" section of this Proxy Statement. Mr. O'Neil is being nominated to our Board of Directors pursuant to this same right as Avista Capital's replacement for Mr. Pickering, whose term will expire at the Annual Meeting.

•	Mr. Doyle was originally elected to our Board of Directors in connection with certain stockholder rights of TKWD Ventures in connection with its prior investment in our Company, which rights terminated in connection with our initial public offering in October 2017.

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•	each of our named executive officers;

•	each of our directors and director nominees;

•	all of our current directors and executive officers as a group; and,

•	each person, or group of affiliated persons, known by us to own beneficially more than 5% of our common stock.

(1)

Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 (the Exchange Act). A person or group is deemed to be the beneficial owner of any shares of our common stock over which such person or group has sole or shared voting or investment power, plus any shares which such person or group has the right to acquire beneficial ownership of within 60 days of April 8, 2018, whether through the exercise of options, warrants or otherwise. Unless otherwise indicated in the footnotes, each person or entity identified in the table has sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

(2)	The beneficial ownership percentage is calculated for each person or group separately because shares of our common stock subject to options, warrants or other rights to acquire our common stock that are currently exercisable or exercisable within 60 days of April 8, 2018 are considered outstanding only for the purpose of calculating the percentage ownership of the person or group holding such

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(3)	Consists of (i) 105,148 shares of common stock and (ii) options to purchase 1,135,854 shares of common stock exercisable within 60 days of April 8, 2018, and (c) 303,229 shares of common stock subject to options held by the Deed of Trust of Peter K. Miller, dated October 13, 2014 that are exercisable within 60 days of April 8, 2018.

(4)	Consists of (i) 52,490 shares of common stock and (ii) options to purchase 701,852 shares of common stock exercisable within 60 days of April 8, 2018, and (c) 99,182 shares of common stock subject to options held by The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud that are exercisable within 60 days of April 8, 2018.

(5)	The share amounts set forth in the table consist solely of shares underlying one or more outstanding options to purchase our common stock exercisable within 60 days of April 8, 2018.

(6)	Consists of (i) 382,356 shares of common stock and (ii) options to purchase an aggregate of 9,512 shares of our common stock exercisable within 60 days of April 8, 2018.

(7)	Consists of (i) 18,803 shares of our common stock and (ii) warrants to purchase an aggregate of 10,547 shares of our common stock exercisable within 60 days of April 8, 2018 held by Mr. Doyle.

(8)	Consists of (i) 21,969,953 shares of common stock, (ii) 1,498,913 shares of common stock subject to warrants that are exercisable within 60 days of April 8, 2018, and (iii) 2,483,068 shares of common stock subject to options that are exercisable within 60 days of April 8, 2018.

(9)

Based on the Schedule 13G filed by Avista Capital Partners with the SEC on February 6, 2018. Consists of (i) 13,065,855 shares of common stock held by Avista Capital Partners II, LP, (ii) 4,290,651 shares of common stock held by Avista Capital Partners (Offshore) II, LP, and (iii) 1,041,511 shares of common stock held by Avista Capital Partners (Offshore) II-A, LP. Avista Capital Partners II GP, LLC ultimately exercises voting and investment power over the shares of held by Avista Capital Partners II, L.P., Avista Capital Partners (Offshore) II, L.P., and Avista Capital Partners (Offshore) II-A, L.P. Voting and disposition decisions at Avista Capital Partners II GP, LLC with respect to such shares are made by an investment committee, the members of which are Thompson Dean, Steven Webster, David Burgstahler and Sriram Venkataraman, a member of our Board of Directors. Each of the members of the investment committee disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. The address for each of these individuals and entities is 65 East 55th Street, 18th Floor, New York, NY 10022.

(10)

Based on the Schedule 13-G/A filed by FMR LLC on February 13, 2018. Shares held by accounts managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act, advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Board of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds' Board of Trustees. The address for FMR LLC 245 Summer Street, Boston, MA 02210.

(11)

Based on the Schedule 13G filed by TKWD Ventures LLC on November 28, 2017. Consists of (i) 3,013,139 shares of common stock and (ii) 1,488,366 shares of common stock subject to warrants that are exercisable within 60 days of April 8, 2018 held by TKWD Ventures LLC. WFD Ventures LLC is the general partner of TKWD Ventures LLC and may be deemed to have sole voting and investment power over the shares held by TKWD Ventures LLC. William F. Doyle, a member of our Board of Directors, is a managing member of WFD Ventures LLC, and in his capacity as such, may be deemed to exercise sole voting and investment power over the shares held by TKWD Ventures LLC. Mr. Doyle disclaims beneficial ownership in such securities, except to the extent of his pecuniary interest therein. The address for each of these individuals and entities is c/o WFD Ventures LLC, 1500 Broadway, 17th Floor, New York, NY 10036.

(12)

Based on the Schedule 13G filed by Entrepreneurs Fund with the SEC on February 9, 2018 and an Initial Statement of Beneficial Ownership of Securities on Form 3 filed on October 12, 2017. Consists of (i) 2,740,065 shares of common stock and (ii) 197,948 shares of common stock subject to warrants that are exercisable within 60 days of April 8, 2018 held by Entrepreneurs Fund LP. Entrepreneurs Fund General Partner Limited, or EF GP, is the sole general partner of Entrepreneurs Fund LP, or EF LP, and may be deemed to beneficially own the shares held by EF LP. Colin Dow and Paul Bradshaw are managing directors of EF GP, and in theirs

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(13)

Based on the Schedule 13G filed by Ikos Invest with the SEC on February 13, 2018. Consists of (i) 2,397,980 shares of common stock held by Ikos Subsidiary AS, (ii) 9,925 shares of common stock held by Ikos Invest AS, (iii) 57,758 shares of common stock subject to warrants held by Ikos Subsidiary AS that are exercisable within 60 days of April 8, 2018, (iv) 92,412 shares of common stock subject to options held by Ikos Invest AS that are exercisable within 60 days of April 8, 2018 2018 and (v) 12,635 shares of common stock subject to options held by Per Gisle Djupesland that are exercisable within 60 days of April 8, 2018 (although per the Schedule 13G only 7,821 options held by Dr. Djupesland remain exercisable for an equal number of shares of common stock). Dr. Per Gisle Djupesland, the Chief Scientific Officer of our wholly-owned subsidiary OptiNose AS, and Helena Djupesland, the co-Chief Executive Officer of OptiNose AS, are directors of Ikos Invest AS and its wholly-owned subsidiary Ikos Subsidiary AS, and as such they have shared voting and investment power over the shares held by Ikos Invest AS and Ikos Subsidiary AS. The address for each of Dr. and Ms. Djupesland and these entities is Lybekkveien 5C, 0772, Oslo, Norway.

(14)	The address for each of our executive officers, directors and director nominees is c/o Optinose, 1020 Stony Hill Road, Suite 300, Yardley, Pennsylvania 19067.

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•	three directors to our Board of Directors for so long as Avista Capital owns 27.5% or more of our then-outstanding shares of common stock; provided, however, that one such director must not be an employee or partner of Avista Capital, must qualify as an independent director under the Nasdaq listing rules and must be reasonably acceptable to our Board of Directors;

•	two directors to our Board of Directors for so long as Avista Capital owns less than 27.5% but 17.5% or more of our then-outstanding shares of common stock; and

•	one director to our Board of Directors for so long as Avista Capital owns less than 17.5% but 7.5% or more of our then-outstanding shares of common stock.

•	Our Audit Committee oversees management of financial reporting, compliance and litigation risks that could have a significant impact on our financial results, including risks related to securities, accounting and tax matters, as well as the steps management has taken to monitor and control such exposures.

•	Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation policies, plans and arrangements and the extent to which those policies or practices increase or decrease risks for our company.

•	Our Nominating and Corporate Governance Committee manages risks associated with the independence of our Board of Directors, potential conflicts of interest and the effectiveness of our Board of Directors.

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•	appointing, retaining, compensating, overseeing, evaluating, and, when appropriate, terminating our independent registered public accounting firm;

•	approving in advance all audit services and non-audit services to be provided to us by our independent registered public accounting firm;

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•	discussing with management and our independent registered public accounting firm our annual and quarterly consolidated financial statements and related disclosures;

•	reviewing with management its assessment of our internal control over financial reporting and disclosure controls and procedures;

•	overseeing our risk assessment and risk management processes;

•	establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, auditing or compliance matters, as well as for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

•	reviewing and ratifying all related party transactions, based on the standards set forth in our related party transactions policy; and

•	preparing and approving the Audit Committee report required to be included in our annual proxy statement.

•	annually reviewing and recommending to our Board of Directors for approval the corporate goals and objectives applicable to the compensation of our CEO and other executive officers and evaluating at least annually our CEO's and other executive officers' performance in light of those goals and objectives;

•	determining and approving compensation levels, including salary, cash, equity-based incentive awards and any personal benefits, of our executive officers other than our CEO;

•	reviewing our CEO's compensation, including salary, cash, equity-based incentive awards and any personal benefits, and making recommendations to our Board of Directors;

•	administering, or where appropriate, overseeing the administration of, executive and equity compensation plans and such other compensation and benefit plans that are adopted by us from time to time;

•	establishing policies and making recommendations to our Board of Directors regarding director compensation; and

•	overseeing risks and exposures associated with executive compensation plans and arrangements.

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•	assessing the need for new directors and developing and submitting to our Board of Directors for its adoption a list of selection criteria for new directors to serve on our Board of Directors;

•	identifying, reviewing and evaluating candidates, including candidates submitted by stockholders, for election to our Board of Directors and recommending to our Board of Directors (i) nominees to fill vacancies or new positions on our Board of Directors and (ii) the slate of nominees to stand for election by our stockholders at each annual meeting of stockholders;

•	developing, recommending, overseeing the implementation of and monitoring compliance with, our corporate governance guidelines, and periodically reviewing and recommending any necessary or appropriate changes to our corporate governance guidelines;

•	annually recommending to our Board of Directors (i) the assignment of directors to serve on each committee; (ii) the chairperson of each committee and (iii) the chairperson of our Board of Directors or lead independent director, as appropriate;

•	reviewing the adequacy of our Certificate of Incorporation and Bylaws and recommending to our Board of Directors, as conditions dictate, amendments for consideration by the stockholders;

•	reviewing our Code of Business Conduct and Ethics and recommending any changes to our Board of Directors; and

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•	implementing policies with respect to risk oversight, assessment and management of risk associated with the independence of our Board of Directors, potential conflicts of interest and the effectiveness of our Board of Directors.

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•	reviewed and discussed with management the Company’s audited consolidated financial statements for the year ended December 31, 2017;

•	discussed with EY the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” issued by the Public Company Accounting Oversight Board (the PCAOB) concerning the conduct of the audit;

•	discussed with EY their independence, and received from EY the written disclosures and the letter required by Ethics and Independence Rule 3526 of the PCAOB; and

•	discussed with EY, with and without management present, the scope and results of EY’s audit of the financial statements for the year ended December 31, 2017, including a discussion of the quality, not just acceptability, of the accounting principles applied, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements.

•	the materiality and character of the related person's interest in the transaction;

•	the commercial reasonableness of the terms of the transaction;

•	the benefit and perceived benefit, or lack thereof, to us;

•	the opportunity costs of alternate transactions; and

•	the actual or apparent conflicts of interest of the related person.

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(1)	Additional details regarding these stockholders and their equity holdings are provided in the "Stock Ownership" section of this Proxy Statement.

(2)	Mr. Venkataraman, a member of our Board of Directors since 2010, Mr. Tamaroff, a member of our Board of Directors since March 2017, and Mr. O'Neil, a director nominee, are affiliated with Avista Capital Partners.

(3)	Klaas de Boer, who was a member of our Board of Directors from 2010 to October 2017, is affiliated with Entrepreneurs Fund LP.

(4)	Dr. O'Neill was a member of our Board of Directors from 2010 to October 2017.

(5)	Mr. Doyle, a member of our Board of Directors since 2010, is affiliated with TKWD Ventures LLC.

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(1)	Additional details regarding these stockholders and their equity holdings are provided in "Principal Stockholders."

(2)	Dr. Djupesland, a member of our Board of Directors from 2010 to October 2017, is affiliated with Ikos Invest AS.

(3)	Mr. de Boer, a member of our Board of Directors from 2010 to October 2017, is affiliated with Entrepreneurs Fund LP.

(4)	Mr. Miller has served as our Chief Executive Officer and a member of our Board of Directors since 2010.

(5)	Dr. Mahmoud has served as our President and Chief Operating Officer since 2010.

(6)	Mr. Venkataraman, a member of our Board of Directors since 2010, Mr. Tamaroff, a member of our Board of Directors since March 2017, and Mr. O'Neil, a director nominee, are affiliated with Avista Capital Partners II, LP, Avista Capital Partners (Offshore) II, LP and Avista Capital Partners (Offshore) II-A, LP.

(7)	Mr. Pickering has served as a member of our Board of Directors since 2010.

(8)	Mr. Doyle, a member of our Board of Directors since 2010, is affiliated with TKWD Ventures LLC.

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▪	Peter K. Miller, our Chief Executive Officer;

▪	Ramy A. Mahmoud, our President and Chief Operating Officer;

▪	Thomas E. Gibbs, our Chief Commercial Officer;

▪	Keith A. Goldan, our Chief Financial Officer; and

▪	Michael F. Marino, our Chief Legal Officer and Corporate Secretary

(1)

The amounts in this column represent the aggregate grant date fair value of the options grants, calculated in accordance with Financial Accounting Standards Board (FASB), Accounting Standards Codification, or ASC, Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the executive in connection with his option awards. The assumptions made in valuing the option awards reported in this column are described in our audited consolidated financial statements (Note 3. Summary of Significant Accounting Policies - Stock-based compensation and Note 13, Stock-based Compensation) included in our Annual Report on Form 10-K for the year-ended December 31, 2107, as filed with the SEC.

(2)	The amounts in this column represent performance bonuses earned by the named executive officers in the year shown based upon the achievement of pre-established performance objectives. See "— Non-Equity Incentive Plan Compensation" below.

(3)	The amounts in this column include matching contributions to the named executive officers’ accounts under our 401(k) plan and premiums paid with respect to life insurance for the benefit of the named executive officers. For each executive officer, the 401(k) matching contribution for 2017 was $10,800. No matching contributions were made for 2016.

(4)	Mr. Gibb's employment as our Chief Commercial Officer commenced on September 15, 2016. Mr. Gibbs' 2016 salary covers the period from the date of his hire on September 15, 2016 through December 31, 2016. Mr. Gibbs' 2016 annual base salary was $375,000.

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(5)	Mr. Goldan's employment as our Chief Financial Officer commenced on January 23, 2017. Mr. Goldan's 2017 salary covers the period from the date of his hire on January 23, 2017 through December 31, 2017. Mr. Goldan's 2017 annual base salary was $350,000.

(6)	Mr. Marino's employment as our Chief Legal Officer and Corporate Secretary commenced on January 30, 2017. Mr. Marino's 2017 salary covers the period from the date of his hire on January 30, 2017 through December 31, 2017. Mr. Marino's 2017 annual base salary as of his hire date was $335,000 and, effective as of September 18, 2017, it was increased to $360,000.

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•	twelve months of base salary continuation; and

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provided Mr. Miller and his eligible dependents timely elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (COBRA) continued participation by Mr. Miller and his eligible dependents in our standard group medical, vision and dental plans on substantially the same terms as such benefits are provided to active senior level executives, and reimbursement by us of up to the amount of monthly premiums we were paying on behalf of Mr. Miller and his eligible dependents immediately prior to the executive's date of termination, for twelve months or, if earlier, until the date Mr. Miller becomes eligible to receive coverage from another employer or is otherwise no longer eligible to receive COBRA continuation coverage.

•	an amount equal to 150% of Mr. Miller's base salary at the rate in effect on his date of termination, payable in a single lump sum cash payment;

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provided Mr. Miller and his eligible dependents timely elect to continue health care coverage under COBRA, continued participation by Mr. Miller and his eligible dependents in our standard group medical, vision and dental plans on substantially the same terms as such benefits are provided to active senior level executives, and reimbursement by us of up to the amount of monthly premiums we were paying on behalf of Mr. Miller and his eligible dependents immediately prior to his date of termination, for eighteen months or, if earlier, until the date Mr. Miller becomes eligible to receive coverage from another employer or is otherwise no longer eligible to receive COBRA continuation coverage; and

•	all of Mr. Miller's then-outstanding equity awards granted to him by us will become immediately vested.

•	twelve months of base salary continuation; and

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provided Dr. Mahmoud and his eligible dependents timely elect to continue health care coverage under COBRA, continued participation by Dr. Mahmoud and his eligible dependents in our standard group medical, vision and dental plans on substantially the same terms as such benefits are provided to active senior level executives, and reimbursement by us of up to the amount of monthly premiums we were paying on behalf of Dr. Mahmoud and his eligible dependents immediately prior to Dr. Mahmoud's date of termination, for twelve months or, if earlier, until the date Dr. Mahmoud becomes eligible to receive coverage from another employer or is otherwise no longer eligible to receive COBRA continuation coverage.

•	an amount equal to 125% of Dr. Mahmoud's base salary at the rate in effect on his date of termination, payable in a single lump sum cash payment;

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provided Dr. Mahmoud and his eligible dependents timely elect to continue health care coverage under COBRA, continued participation by Dr. Mahmoud and his eligible dependents in our standard group medical, vision and dental plans on substantially the same terms as such benefits are provided to active senior level executives, and reimbursement by us of up to the amount of monthly premiums we were paying on behalf of Dr. Mahmoud and his eligible dependents immediately prior to his date of termination, for fifteen months or, if earlier, until the date Dr.

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•	all of Dr. Mahmoud's then-outstanding equity awards granted to him by us will become immediately vested.

•	nine months of base salary continuation; and

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provided Messrs. Gibbs, Goldan or Marino, as applicable, and his eligible dependents timely elect to continue health care coverage under COBRA, continued participation by Messrs. Gibbs, Goldan or Marino, as applicable, and his eligible dependents in our standard group medical, vision and dental plans on substantially the same terms as such benefits are provided to active senior level executives, and reimbursement by us of up to the amount of monthly premiums we were paying on behalf of Messrs. Gibbs, Goldan or Marino, as applicable, and his eligible dependents immediately prior to Messrs. Gibbs', Goldan's or Marino's, as applicable, date of termination, for nine months or, if earlier, until the date Messrs. Gibbs, Goldan or Marino, as applicable, becomes eligible to receive coverage from another employer or is otherwise no longer eligible to receive COBRA continuation coverage.

•	an amount equal to 100% of Messrs. Gibbs', Goldan's or Marino's, as applicable, base salary at the rate in effect on his date of termination, payable in a single lump sum cash payment;

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provided Messrs. Gibbs, Goldan or Marino, as applicable, and his eligible dependents timely elect to continue health care coverage under COBRA, continued participation by Messrs. Gibbs, Goldan or Marino, as applicable, and his eligible dependents in our standard group medical, vision and dental plans on substantially the same terms as such benefits are provided to active senior level executives, and reimbursement by us of up to the amount of monthly premiums we were paying on behalf of Messrs. Gibbs, Goldan or Marino, as applicable, and his eligible dependents immediately prior to his date of termination, for twelve months or, if earlier, until the date Messrs. Gibbs, Goldan or Marino, as applicable, becomes eligible to receive coverage from another employer or is otherwise no longer eligible to receive COBRA continuation coverage; and

•	all of Messrs. Gibbs', Goldan's or Marino's, as applicable, then-outstanding equity awards granted to him by us will become immediately vested.

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(1)	In 2014, Mr. Miller transferred for no consideration a portion of this option covering 303,229 shares to a trust the beneficiaries of which are Mr. Miller and his spouse.

(2)	These options were granted on March 11, 2014 and will vest on each of the first four anniversaries of the vesting starting date (March 10, 2014).

(3)	These options were granted on April 7, 2014 and vest 25% on each of the first four anniversaries of the vesting start date (April 7, 2014). Vested options under this grant became exercisable upon the consummation of our initial public offering in October 2017.

(4)

These options were granted on December 20, 2016 and will vest 25% on the first anniversary of the vesting start date (September 1, 2016 for Mr. Miller and September 15, 2016 for Mr. Gibbs), and 2.0833% (approximately 1/48th of such shares), for each subsequent full calendar month that the executive remains employed with us or one of our affiliates, with the vesting date occurring on the first day following such subsequent full calendar month.

(5)	These options were granted on October 12, 2017 and will vest 25% on the first anniversary of the vesting start date (October 12, 2017), and 2.0833% (approximately 1/48th of such shares), for each subsequent full calendar month that the executive remains employed with us or one of our affiliates, with the vesting date occurring on the first day following such subsequent full calendar month.

(6)	In 2014, Dr. Mahmoud transferred for no consideration a portion of this option covering 34,344 shares to a trust the beneficiary of which is Dr. Mahmoud's spouse.

(7)	These options were granted on December 20, 2016 from our "Success Option Pool" and will vest 25% of the shares subject to the option on each of the first four anniversaries of the vesting start date (September 15, 2016). Vested options under this grant became exercisable upon the consummation of our initial public offering in October 2017.

(8)	These options were granted on January 23, 2017 and will vest 25% on the first anniversary of the vesting start date (January 23, 2017), and 2.0833% (approximately 1/48th of such shares), for each subsequent full calendar month that the executive remains employed with us or one of our affiliates, with the vesting date occurring on the first day following such subsequent full calendar month.

(9)	These options were granted on January 30, 2017 and will vest 25% on the first anniversary of the vesting start date (January 23, 2017), and 2.0833% (approximately 1/48th of such shares), for each subsequent full calendar month that the executive remains employed with us or one of our affiliates, with the vesting date occurring on the first day following such subsequent full calendar month.

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•	an annual cash retainer of $70,000 for the chairman of our Board of Directors;

•	an annual cash retainer of $40,000 for the other members of our Board of Directors;

•	an additional cash retainer of $20,000 for the Audit Committee chair, $15,000 for the Compensation Committee chair and $10,000 for the Nominating and Corporate Governance Committee chair;

•	an additional cash retainer of $10,000 for members of the Audit Committee, $7,500 for members of the Compensation Committee and $5,000 for members of the Nominating and Corporate Governance Committee;

•	for the chairman of our Board of Directors, an initial equity grant of options to purchase 43,318 shares of our common stock and an annual equity grant of options to purchase 14,439 shares of our common stock;

•	for the new members of our Board of Directors, an initial equity grant of options to purchase 28,879 shares of our common stock; and

•	for all members of our Board of Directors (other than the chairman of our Board of Directors), an annual equity grant of options to purchase 14,439 shares of our common stock.

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(1)

The amounts in this column represent the full grant date fair value for awards granted during 2017, all of which were in the form of stock options. The grant date fair value of the options was computed in accordance with ASC Topic 718, Compensation - Stock Compensation. These amounts do not necessarily correspond to the actual value that may be realized by the director in connection with his option awards. The assumptions made in valuing the option awards reported in this column are described in our audited consolidated financial statements (Note 3. Summary of Significant Accounting Policies - Stock-based compensation and Note 13, Stock-based Compensation) included in our Annual Report on Form 10-K for the year-ended December 31, 2107, as filed with the SEC.

(2)	These options vest in full at our 2018 annual meeting of stockholders on June 7, 2018, provided Mr. Pickering remains a director immediately prior to such meeting.

(3)	Mr. de Boer resigned from our Board of Directors effective as of October 12, 2017. No compensation was awarded to, earned by or paid to Mr. de Boer in 2017.

(4)

On October 12, 2017, Dr. Djupesland received stock options to purchase 28,879 shares of our common stock for his service as Chief Scientific Officer and a director of our wholly-owned subsidiary, OptiNose AS. The stock options have a per share exercise price of $16. These options vest 25% on the first anniversary of the grant date and 2.0833% (approximately 1/48th of such shares) for each subsequent full calendar month that Dr. Djupesland provides service to us or one of our affiliates, with the vesting date occurring on the first day following such subsequent full calendar month. Dr. Djupesland resigned from our Board of Directors effective as of October 12, 2017.

(5)	Reflects cash compensation earned by Dr. Djupesland for his service as the Chief Scientific Officer and a director of OptiNose AS. The amount reflected was paid in Norwegian Kroner and converted into U.S. dollars at the average exchange rate for the period of 8.2679kr per U.S. dollar. Dr. Djupesland resigned from our Board of Directors effective as of October 12, 2017.

(6)	Dr. O'Neill resigned from our Board of Directors effective as of October 12, 2017. No compensation was awarded to, earned by or paid to Dr. O'Neill in 2017.

(7)	Mr. Bierly's service as member of our Board of Directors ended upon his passing in November 2017.

(8)

Mr. Bierly was appointed to our Board of Directors on October 12, 2017 and received stock options on that date to purchase 28,879 shares of our common stock. These options were to vest 33% on the first anniversary of the grant date with the balance vesting in equal monthly installments (rounded down to the nearest whole share) over the remaining two years of the three-year period. Due to Mr. Bierly's passing in November 2017, the options under this grant forfeited as no options had vested.

(9)

Mr. Scodari was appointed as Chairman to our Board of Directors on October 12, 2017 and received stock options on that date to purchase 43,318 shares of our common stock. These options vest 33% on the first anniversary of the grant date with the balance vesting in equal monthly installments (rounded down to the nearest whole share) over the remaining two years of the three-year period, subject to continued service with us.

(10)

Mr. Groenhuysen was appointed to our Board of Directors on October 12, 2017 and received stock options on that date to purchase 28,879 shares of our common stock. These options vest 33% on the first anniversary of the grant date with the balance vesting in equal monthly installments (rounded down to the nearest whole share) over the remaining two years of the three-year period, subject to continued service with us.

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(1)	Represents shares of common stock issuable upon exercise of outstanding stock options under our Amended and Restated 2010 Equity Incentive Plan (2010 Plan). Our 2010 Plan has been approved by our stockholders.

(2)	Consists of 545,561 shares of common stock reserved for issuance under our 2010 Plan and 144,395 shares of common stock reserved for issuance under our 2017 Employee Stock Purchase Plan (2017 ESPP). Our 2017 ESPP has been approved by our stockholders.

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(1)	Audit Fees represent the aggregate fees billed for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements, review of financial statements included in our quarterly reports or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.

(2)

Audit-Related Fees represent the aggregate fees billed for assurance and related professional services rendered by our independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees" including the issuance of consents in connection with registration statement filings with the SEC and comfort letters in connection with securities offerings. The fees incurred in 2017 include fees related to our initial public offering.

(3)	Tax Fees represent the aggregate fees billed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice and tax planning services.

(4)	All Other Fees represent the aggregate fees billed for all other products and services rendered by our independent registered public accounting firm other than the services reported in the other categories.

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