Form 3 - Initial statement of beneficial ownership of securities
February 24 2025 - 8:02PM
Edgar (US Regulatory)
Exhibit 24
POWER OF ATTORNEY
With respect to holdings of
and transactions in securities issued by Inspire Medical Systems, Inc. (the “Company”), the undersigned hereby constitutes
and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly,
with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:
execute for and on behalf
of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act and the rules thereunder,
and Notices of Proposed Sale of Securities Pursuant to Rule 144 (“Form 144”), in accordance with the requirements
of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”); and
do and perform any and all
acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule
13G, Form 3, Form 4, Form 5, and Form 144, complete and execute any amendment or amendments thereto, and to timely
file such Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144, as applicable, and any amendment thereto,
with the United States Securities and Exchange Commission and any stock exchange or similar authority.
The undersigned hereby grants
to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act, or Rule 144
under the Securities Act.
This Power of Attorney shall
remain in full force and effect until the undersigned is no longer required to file any Schedule 13D,Schedule 13G, Form 3, Form 4,
Form 5, and Form 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned
has caused this Power of Attorney to be executed as of this 13th day of January, 2025.
|
By: |
/s/ Jason Kelly |
|
Name: |
Jason Kelly |
Schedule A
INDIVIDUALS APPOINTED AS ATTORNEY-IN-FACT,
WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION
| 1. | Bryan Phillips, EVP, General Counsel, Chief Compliance Officer, and Corporate Secretary of the Company |
| 2. | Rick Buchholz, Chief Financial Officer of the Company |
| 3. | Lance Bonner, Assistant Secretary of the Company |
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