0001144204-13-002018.txt : 20130111 0001144204-13-002018.hdr.sgml : 20130111 20130111203941 ACCESSION NUMBER: 0001144204-13-002018 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130109 FILED AS OF DATE: 20130111 DATE AS OF CHANGE: 20130111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stuka Paul CENTRAL INDEX KEY: 0001528577 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35731 FILM NUMBER: 13526411 MAIL ADDRESS: STREET 1: C/O OSIRIS PARTNERS, LLC STREET 2: ONE LIBERTY SQUARE, 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: InspireMD, Inc. CENTRAL INDEX KEY: 0001433607 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 262123838 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 3 MENORAT HAMOR ST. CITY: TEL AVIV STATE: L3 ZIP: 67448 BUSINESS PHONE: 972-3-6917691 MAIL ADDRESS: STREET 1: 3 MENORAT HAMOR ST. CITY: TEL AVIV STATE: L3 ZIP: 67448 FORMER COMPANY: FORMER CONFORMED NAME: Saguaro Resources, Inc. DATE OF NAME CHANGE: 20080428 4 1 v331957_4.xml OWNERSHIP DOCUMENT X0306 4 2013-01-09 0 0001433607 InspireMD, Inc. NSPR.OB 0001528577 Stuka Paul C/O OSIRIS PARTNERS, LLC ONE LIBERTY SQUARE, 5TH FLOOR BOSTON MA 02109 1 0 0 0 Common Stock 2013-01-09 4 J 0 16667 A 350001 I See Note Options to Purchase Common Stock 3.16 2012-06-18 4 A 0 12500 0 A 2022-06-18 Common Stock 12500 12500 D Options to Purchase Common Stock 7.80 2011-08-08 4 A 0 25000 0 A 2021-08-08 Common Stock 25000 25000 D Warrants 7.20 2011-03-31 4 P 0 83333 A 2011-03-31 2016-03-31 Common Stock 83333 83333 I See Note Warrants 7.20 2011-04-15 4 P 0 83333 A 2011-04-15 2016-04-15 Common Stock 83333 83333 I See Note On January 9, 2013, the Issuer delivered shares of common stock as a penalty for failure to effect the listing of the Issuer's common stock on a national securities exchange by December 31, 2012 (the "Penalty Shares") to purchasers party to that certain securities purchase agreement, dated as of March 31, 2011, by and among the Issuer and certain purchasers set forth therein, as amended (the "Purchase Agreement"). The Reporting Person received these Penalty Shares pursuant to rights it irrevocably acquired on March 31, 2011 under the Purchase Agreement. The Penalty Shares were issued for no additional consideration. These securities are held by an investment fund for which Mr. Stuka serves as managing member of the general partner. In such capacity, Mr. Stuka may be deemed to beneficially own the reported securities. Mr. Stuka disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purposes. These transactions or holdings were previously reported by the Reporting Person. They are being reported in this Form 4 to note the Reporting Person's comprehensive holdings and to reflect the one-for-four reverse stock split that was effected by the Issuer on December 21, 2012. The option is exercisable in three equal annual installments. The first installment becomes exercisable on June 18, 2013, the second installment becomes exercisable on June 18, 2014 and the third installment becomes exercisable on June 18, 2015, provided that Mr. Stuka is providing services to the Issuer or its subsidiaries or affiliates on the applicable vesting date. The option is exercisable in three equal annual installments. The first installment became exercisable on August 8, 2012, the second installment becomes exercisable on August 8, 2013 and the third installment becomes exercisable on August 8, 2014, provided that Mr. Stuka is providing services to the Issuer or its subsidiaries or affiliates on the applicable vesting date. On each acquisition date, the Reporting Person acquired 166,667 shares of common stock and a five year warrant to purchase 83,333 shares of common stock at an exercise price of $7.20 for aggregate consideration of $1,000,000. /s/ Paul Stuka 2013-01-11