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^*

Stuka Paul

(Last)

(First)

(Middle)

C/O OSIRIS PARTNERS, LLC

70 COLONIAL DRIVE

(Street)

CHATHAM

02633

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
InspireMD, Inc. [ NSPR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2016

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	01/26/2016		A		1	A	$0⁽¹⁾	1	D

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)
Options (right to buy)	$78⁽²⁾	01/26/2016		D			2,500⁽²⁾	⁽³⁾	08/08/2021	Common Stock	2,500⁽²⁾	$0⁽¹⁾	0	D
Options (right to buy)	$31.6⁽⁴⁾	01/26/2016		D			1,250⁽⁴⁾	⁽⁵⁾	06/18/2022	Common Stock	1,250⁽⁴⁾	$0⁽¹⁾	0	D
Options (right to buy)	$31⁽⁶⁾	01/26/2016		D			5,000⁽⁶⁾	⁽⁷⁾	01/29/2024	Common Stock	5,000⁽⁶⁾	$0⁽¹⁾	0	D
Options (right to buy)	$27.5⁽⁸⁾	01/26/2016		D			7,500⁽⁸⁾	⁽⁹⁾	05/09/2023	Common Stock	7,500⁽⁸⁾	$0⁽¹⁾	0	D
Options (right to buy)	$7.8⁽¹⁰⁾	01/26/2016		D			4,637⁽¹⁰⁾	01/05/2015	01/05/2025	Common Stock	4,637⁽¹⁰⁾	$0⁽¹⁾	0	D
Options (right to buy)	$7.2⁽¹¹⁾	01/26/2016		D			5,409⁽¹¹⁾	⁽¹²⁾	01/26/2025	Common Stock	5,409⁽¹¹⁾	$0⁽¹⁾	0	D

Explanation of Responses:

1. On January 26, 2016, the Issuer and the Reporting Person entered into that certain Option Cancellation and Release Agreement, pursuant to which the parties agreed to the cancellation of certain stock options previously granted to the Reporting Person in exchange for one (1) share of common stock as consideration.

2. This option was previously reported as covering 25,000 shares at an exercise price of $7.8 per share, but was adjusted to reflect the the 1-for-10 reverse stock split that occurred on October 1, 2015.

3. This option is exercisable in three equal annual installments. The first installment became exercisable on August 8, 2012, the second installment became on August 8, 2013 and the third installment became exercisable on August 8, 2014.

4. This option was previously reported as covering 12,500 shares at an exercise price of $3.16 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.

5. This option is exercisable in three equal annual installments. The first installment became exercisable on June 18, 2013, the second installment became exercisable on June 18, 2014 and the third installment became exercisable on June 18, 2015.

6. This option was previously reported as covering 50,000 shares at an exercise price of $3.1 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.

7. This option is exercisable in three equal annual installments. The first installment became exercisable on January 29, 2015, the second installment would have become exercisable on January 29, 2016 and the third installment would have become exercisable on January 29, 2017, provided that the Reporting Person is providing services to the Issuer or its subsidiaries or affiliates on January 29, 2016, and January 29, 2017, as applicable.

8. This option was previously reported as covering 75,000 shares at an exercise price of $2.75 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.

9. This option is exercisable in three equal annual installments. The first installment became exercisable on May 9, 2014, the second installment became exercisable on May 9, 2015 and the third installment would have become exercisable on May 9, 2016, provided that the Reporting Person is providing services to the Issuer or its subsidiaries or affiliates on May 9, 2016.

10. This option was previously reported as covering 46,367 shares at an exercise price of $0.78 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.

11. This option was previously reported as covering 54,088 shares at an exercise price of $0.72 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.

12. This option would have vested in three equal annual installments, with 1/3 becoming exercisable on each of January 26, 2016, January 26, 2017 and January 26, 2018, subject to the Reporting Person's continued service.

	/s/ Paul Stuka	01/28/2016
	** 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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