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^*

MILINAZZO ALAN

(Last)

(First)

(Middle)

C/O INSPIREMD, INC.

321 COLUMBUS AVENUE

(Street)

BOSTON

02116

(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
X	Officer (give title below)	Other (specify below)
	President and CEO

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⁾	175,145	D
Common Stock	01/26/2016		F		14,378⁽²⁾	D	$0.56	160,767	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)	$40.5⁽³⁾	01/26/2016		D			60,001⁽³⁾	⁽⁴⁾	01/03/2023	Common Stock	60,001⁽³⁾	$0⁽¹⁾	0	D
Options (right to buy)	$31⁽⁵⁾	01/26/2016		D			8,633⁽⁵⁾	⁽⁶⁾	01/29/2024	Common Stock	8,633⁽⁵⁾	$0⁽¹⁾	0	D
Options (right to buy)	$29.7⁽⁷⁾	01/26/2016		D			31,335⁽⁷⁾	⁽⁸⁾	01/31/2024	Common Stock	31,335⁽⁷⁾	$0⁽¹⁾	0	D
Options (right to buy)	$20.5⁽⁹⁾	01/26/2016		D			29,745⁽⁹⁾	⁽¹⁰⁾	04/25/2023	Common Stock	29,745⁽⁹⁾	$0⁽¹⁾	0	D
Options (right to buy)	$7.2⁽¹¹⁾	01/26/2016		D			5,300⁽¹¹⁾	⁽¹²⁾	01/26/2025	Common Stock	5,300⁽¹¹⁾	$0⁽¹⁾	0	D
Options (right to buy)	$7.2⁽¹³⁾	01/26/2016		D			25,474⁽¹³⁾	⁽¹²⁾	01/26/2025	Common Stock	25,474⁽¹³⁾	$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. Represents shares of restricted stock withheld to pay the Reporting Person's tax withholding obligations incurred in connection with the vesting of 38,087 shares of restricted stock on January 26, 2016.

3. This option was previously reported as covering 600,000 shares at an exercise price of $4.05 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.

4. This option vested monthly, with 1/36 vesting each month until January 3, 2016, subject to the Reporting Person's "continued service" with the Issuer, as such term is defined in the Issuer's Amended and Restated 2011 Umbrella Option Plan.

5. This option was previously reported as covering 86,325 shares at an exercise price of $3.10 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.

6. This option would have vested in three equal annual installments, with 1/3 becoming exercisable on each of January 29, 2015, January 29, 2016 and January 29, 2017, subject to the Reporting Person's "continued service" with the Issuer, as such term is defined in the Issuer's Amended and Restated 2011 Umbrella Option Plan.

7. This option was previously reported as covering 313,350 shares at an exercise price of $2.97 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.

8. This option would have vested in three equal annual installments, with 1/3 becoming exercisable on each of January 31, 2015, January 31, 2016 and January 31, 2017, subject to the Reporting Person's continued service with the Issuer.

9. This option was previously reported as covering 297,447 shares at an exercise price of $2.05 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.

10. This option would have vested in three equal annual installments, with 1/3 becoming exercisable on each of April 25, 2014, April 25, 2015 and April 25, 2016, subject to the Reporting Person's "continued service" with the Issuer, as such term is defined in the Issuer's Amended and Restated 2011 Umbrella Option Plan.

11. This option was previously reported as covering 52,999 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.

13. This option was previously reported as covering 254,737 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.

	/s/ Alan Milinazzo	01/28/2016
	** Signature of Reporting Person	Date
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