SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PIERCE BROOKS H

(Last)

(First)

(Middle)

C/O INSPIRED ENTERTAINMENT, INC.

250 WEST 57TH STREET, SUITE 415

(Street)

NEW YORK

10107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Inspired Entertainment, Inc. [ INSE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/16/2023		M⁽¹⁾		25,000	A	$0	129,363	D
Common Stock	03/16/2023		F⁽²⁾		7,951	D	$13.13	121,412	D
Common Stock								90,390	I	By Trust⁽³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stock Units⁽⁴⁾	⁽⁵⁾	03/16/2023		A⁽⁴⁾		25,000		⁽⁴⁾	⁽⁴⁾	Common Stock	25,000	$0.00	50,000	D
Performance Restricted Stock Units⁽⁴⁾	⁽¹⁾	03/16/2023		M⁽¹⁾			25,000	⁽⁴⁾	⁽⁴⁾	Common Stock	25,000	$0.00	25,000	D
Performance Restricted Stock Units⁽⁶⁾	⁽⁵⁾	03/16/2023		A⁽⁶⁾		18,267		⁽⁷⁾	⁽⁷⁾	Common Stock	18,267	$0.00	18,267	D

Explanation of Responses:

1. Represents conversion of performance restricted stock units into shares of common stock on a one-for-one basis. Such units were part of an award granted to the reporting person on February 17, 2020 subject to attainment of performance criteria for 2022 (see note 4 below).

2. Represents shares withheld to satisfy tax withholding requirements for settlement of performance restricted stock units.

3. Represents shares held by a grantor retained annuity trust with respect to which the reporting person is the trustee and recipient of annuity payments.

4. The Issuer's compensation committee determined that the pre-established performance condition for 2022 was attained with respect to 25,000 performance restricted stock units covered by an award granted to the reporting person on February 17, 2020, representing the reporting person's target number of units, whereupon the units were settled on a net share basis. There is one remaining tranche covered by the award (in the amount of 25,000 target units) which is conditioned on attainment of pre-established performance criteria for 2023.

5. Each unit represents a contingent right to receive one share of common stock at settlement.

6. The Issuer's compensation committee determined that the pre-established performance condition for 2022 was attained with respect to 18,267 performance restricted stock units granted to the reporting person on February 14, 2022, representing the reporting person's target award.

7. These units remain subject to a time-based vesting schedule (vesting in one installment on December 31, 2024).

	/s/ Carys Damon, Attorney-in-Fact	03/20/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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