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^*

Silvers Daniel B.

(Last)

(First)

(Middle)

250 WEST 57TH STREET

(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)
	Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2017

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	01/03/2017		A		150,000	A	$0.00⁽¹⁾	150,000⁽²⁾	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)
Restricted Stock Units	⁽³⁾	01/03/2017		A	V	12,500		⁽⁴⁾	⁽⁴⁾	Common Stock	12,500	$0.00	12,500	D

Explanation of Responses:

1. Grant of restricted stock pursuant to the Inspired Entertainment, Inc. 2016 Long-Term Incentive Plan.

2. The shares of restricted stock vest in three equal installments: Installment 1 -- On the later of (i) December 23, 2017 and (ii) the day following the first period of thirty (30) consecutive trading days during which the average of the closing prices for the Common Stock is $12.50 or higher. Installment 2 -- On the later of (i) December 23, 2018 and (ii) the day following the first period of thirty (30) consecutive trading days during which the average of the closing prices for the Common Stock is $15.00 or higher. Installment 3 -- On the later of (i) December 23, 2019 and (ii) the day following the first period of thirty (30) consecutive trading days during which the average of the closing prices for the Common Stock is $17.50 or higher.

3. Each restricted stock unit represents a contingent right to receive one share of INSE common stock (the "Common Stock"), subject to forfeiture as set forth in the Inspired Entertainment, Inc. Second Long-Term Incentive Plan (the "Second Plan"). The Second Plan has been approved by the Issuer's Board of Directors and is pending stockholder approval. All grants thereunder are contingent upon stockholder approval of the Second Plan.

4. Each restricted stock unit shall be settled by the issuance of a share of Common Stock in certificated or uncertificated form on the earliest of (i) December 23, 2019, (ii) the holder's death, (iii) the holder's disability (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended) or (iv) the closing of a Change in Control (as set forth in the Inspired Entertainment, Inc. Second Long-Term Incentive Plan).

	/s/ Daniel B. Silvers	01/05/2017
	** 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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