0000899140-18-000049.txt : 20180124 0000899140-18-000049.hdr.sgml : 20180124 20180124163800 ACCESSION NUMBER: 0000899140-18-000049 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180124 DATE AS OF CHANGE: 20180124 GROUP MEMBERS: VIP I A L.P. GROUP MEMBERS: VIP I B L.P. GROUP MEMBERS: VIP I NOMINEES LTD GROUP MEMBERS: VITRUVIAN I LUXEMBOURG S.A R.L. GROUP MEMBERS: VITRUVIAN PARTNERS LLP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Inspired Entertainment, Inc. CENTRAL INDEX KEY: 0001615063 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 471025534 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88381 FILM NUMBER: 18545602 BUSINESS ADDRESS: STREET 1: 250 WEST 57TH STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10107 BUSINESS PHONE: (646) 565-3861 MAIL ADDRESS: STREET 1: 250 WEST 57TH STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10107 FORMER COMPANY: FORMER CONFORMED NAME: Hydra Industries Acquisition Corp. DATE OF NAME CHANGE: 20140728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Landgame S.A.R.L. CENTRAL INDEX KEY: 0001692448 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1 RUE HILDEGARD VON BINGEN CITY: LUXEMBOURG STATE: N4 ZIP: L-1282 BUSINESS PHONE: 00352 48 18 28 1 MAIL ADDRESS: STREET 1: 1 RUE HILDEGARD VON BINGEN CITY: LUXEMBOURG STATE: N4 ZIP: L-1282 SC 13D/A 1 l23393934.htm SCHEDULE 13D/A, AMENDMENT #3
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
 (Amendment No. 3)
Under the Securities Exchange Act of 1934
Inspired Entertainment, Inc.
 
(Name of Issuer)

Common Stock, par value $0.0001 per share
 
(Title of Class of Securities)

45782N108
 
(CUSIP Number)

Mark Harford
Vitruvian Partners LLP
105 Wigmore Street
London W1U 1QY
+44 (0) 20 7518 2800
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:
Manuel A. Miranda, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000

January 22, 2018
 
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
*
 
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
1
 
 
 
CUSIP NO. 45782N108
         
  1
 
NAME OF REPORTING PERSON
 
            LANDGAME S.À R.L.
 
 
 
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐
(b)  S
 
 
 
  3
 
SEC USE ONLY
 
 
 
 
  4
 
SOURCE OF FUNDS
 
            OO
 
 
 
  5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
☐
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
            Luxembourg
 
 
 
             
NUMBER OF  
SHARES  
BENEFICIALLY  
OWNED BY  
EACH  
REPORTING  
PERSON  
WITH  
 
 
  7    SOLE VOTING POWER
 
                -0-
 
 
  8    SHARED VOTING POWER
 
                6,118,837 (1)
 
 
  9    SOLE DISPOSITIVE POWER
 
                -0-
 
 
10    SHARED DISPOSITIVE POWER
 
                6,118,837 (1)
 
         
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
            6,118,837 (1)
 
 
 
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
☐
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
            28.49% (2)
 
 
 
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
            OO
 
 
 
 
(1)
This number does not take into account shares of common stock, par value $0.0001 per share (the “Common Stock”), of Inspired Entertainment, Inc. (the “Company”) held by other stockholders party to the Stockholders Agreement, pursuant to which such stockholders have agreed, in certain circumstances, to vote for Landgame’s designees to the board of directors of the Company.
(2)
The percentage set forth in row (13) is based on 21,478,775 outstanding shares of Common Stock on January 16, 2018, as disclosed in the Company’s prospectus supplement filed with the Securities and Exchange Commission on January 19, 2018.
2
 
CUSIP NO. 45782N108
         
  1
 
NAME OF REPORTING PERSON
 
            VITRUVIAN I LUXEMBOURG S.À R.L.
 
 
 
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐
(b)  S
 
 
 
  3
 
SEC USE ONLY
 
 
 
 
  4
 
SOURCE OF FUNDS
 
            OO
 
 
 
  5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
☐
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
            Luxembourg
 
 
 
             
NUMBER OF  
SHARES  
BENEFICIALLY  
OWNED BY  
EACH  
REPORTING  
PERSON  
WITH  
 
 
  7    SOLE VOTING POWER
 
                -0-
 
 
  8    SHARED VOTING POWER
 
                6,118,837 (1)
 
 
  9    SOLE DISPOSITIVE POWER
 
                -0-
 
 
10    SHARED DISPOSITIVE POWER
 
                6,118,837 (1)
 
         
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
            6,118,837 (1)
 
 
 
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
☐
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
            28.49% (2)
 
 
 
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
            OO
 
 
 
 
(1)
This number does not take into account shares of Common Stock held by other stockholders party to the Stockholders Agreement, pursuant to which such stockholders have agreed, in certain circumstances, to vote for Landgame’s designees to the board of directors of the Company.
(2)
The percentage set forth in row (13) is based on 21,478,775 outstanding shares of Common Stock on January 16, 2018, as disclosed in the Company’s prospectus supplement filed with the Securities and Exchange Commission on January 19, 2018.

 
3
 
CUSIP NO. 45782N108
         
  1
 
NAME OF REPORTING PERSON
 
            VIP I A L.P.
 
 
 
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐
(b)  S
 
 
 
  3
 
SEC USE ONLY
 
 
 
 
  4
 
SOURCE OF FUNDS
 
            OO
 
 
 
  5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
☐
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
            England and Wales
 
 
 
             
NUMBER OF  
SHARES  
BENEFICIALLY  
OWNED BY  
EACH  
REPORTING  
PERSON  
WITH  
 
 
  7    SOLE VOTING POWER
 
                -0-
 
 
  8    SHARED VOTING POWER
 
                3,603,995 (1)
 
 
  9    SOLE DISPOSITIVE POWER
 
                -0-
 
 
10    SHARED DISPOSITIVE POWER
 
                3,603,995 (1)
 
         
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                 3,603,995 (1)
 
 
 
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
☐
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
            16.78% (2)
 
 
 
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
            PN
 
 
 
 
(1)
This number does not take into account shares of Common Stock held by other stockholders party to the Stockholders Agreement, pursuant to which such stockholders have agreed, in certain circumstances, to vote for Landgame’s designees to the board of directors of the Company.
(2)
The percentage set forth in row (13) is based on 21,478,775 outstanding shares of Common Stock on January 16, 2018, as disclosed in the Company’s prospectus supplement filed with the Securities and Exchange Commission on January 19, 2018.
 
4
 
CUSIP NO. 45782N108
         
  1
 
NAME OF REPORTING PERSON
 
            VIP I B L.P.
 
 
 
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐
(b)  S
 
 
 
  3
 
SEC USE ONLY
 
 
 
 
  4
 
SOURCE OF FUNDS
 
            OO
 
 
 
  5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
☐
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
            England and Wales
 
 
 
             
NUMBER OF  
SHARES  
BENEFICIALLY  
OWNED BY  
EACH  
REPORTING  
PERSON  
WITH  
 
 
  7    SOLE VOTING POWER
 
                -0-
 
 
  8    SHARED VOTING POWER
 
                1,297,194 (1)
 
 
  9    SOLE DISPOSITIVE POWER
 
                -0-
 
 
10    SHARED DISPOSITIVE POWER
 
                1,297,194 (1)
 
         
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                1,297,194 (1)
 
 
 
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
☐
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
            6.04% (2)
 
 
 
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
            PN
 
 
 
 
(1)
This number does not take into account shares of Common Stock held by other stockholders party to the Stockholders Agreement, pursuant to which such stockholders have agreed, in certain circumstances, to vote for Landgame’s designees to the board of directors of the Company.
(2)
The percentage set forth in row (13) is based on 21,478,775 outstanding shares of Common Stock on January 16, 2018, as disclosed in the Company’s prospectus supplement filed with the Securities and Exchange Commission on January 19, 2018.

5
 
CUSIP NO. 45782N108
         
  1
 
NAME OF REPORTING PERSON
 
            VIP I NOMINEES LIMITED
 
 
 
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐
(b)  S
 
 
 
  3
 
SEC USE ONLY
 
 
 
 
  4
 
SOURCE OF FUNDS
 
            OO
 
 
 
  5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
☐
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
            England and Wales
 
 
 
             
NUMBER OF  
SHARES  
BENEFICIALLY  
OWNED BY  
EACH  
REPORTING  
PERSON  
WITH  
 
 
  7    SOLE VOTING POWER
 
                -0-
 
 
  8    SHARED VOTING POWER
 
                6,118,837 (1)
 
 
  9    SOLE DISPOSITIVE POWER
 
                -0-
 
 
10    SHARED DISPOSITIVE POWER
 
                6,118,837 (1)
 
         
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                6,118,837 (1)
 
 
 
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
☐
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
            28.49% (2)
 
 
 
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
            OO
 
 
 
 
(1)
This number does not take into account shares of Common Stock held by other stockholders party to the Stockholders Agreement, pursuant to which such stockholders have agreed, in certain circumstances, to vote for Landgame’s designees to the board of directors of the Company.
(2)
The percentage set forth in row (13) is based on 21,478,775 outstanding shares of Common Stock on January 16, 2018, as disclosed in the Company’s prospectus supplement filed with the Securities and Exchange Commission on January 19, 2018.
 

 
6
 
CUSIP NO. 45782N108
         
  1
 
NAME OF REPORTING PERSON
 
            VITRUVIAN PARTNERS LLP
 
 
 
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐
(b)  S
 
 
 
  3
 
SEC USE ONLY
 
 
 
 
  4
 
SOURCE OF FUNDS
 
            OO
 
 
 
  5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
☐
 
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
            England and Wales
 
 
 
             
NUMBER OF  
SHARES  
BENEFICIALLY  
OWNED BY  
EACH  
REPORTING  
PERSON  
WITH  
 
 
  7    SOLE VOTING POWER
 
                -0-
 
 
  8    SHARED VOTING POWER
 
                6,118,837 (1)
 
 
  9    SOLE DISPOSITIVE POWER
 
                -0-
 
 
10    SHARED DISPOSITIVE POWER
 
                6,118,837 (1)
 
         
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                6,118,837 (1)
 
 
 
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
☐
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
            28.49% (2)
 
 
 
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
            PN, IA
 
 
 
 
(1)
This number does not take into account shares of Common Stock held by other stockholders party to the Stockholders Agreement, pursuant to which such stockholders have agreed, in certain circumstances, to vote for Landgame’s designees to the board of directors of the Company.
(2)
The percentage set forth in row (13) is based on 21,478,775 outstanding shares of Common Stock on January 16, 2018, as disclosed in the Company’s prospectus supplement filed with the Securities and Exchange Commission on January 19, 2018.
 
 
 
7
 
Introductory Statement

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 3”) amends the Schedule 13D filed on January 3, 2017, as amended by Amendment No. 1 to Schedule 13D filed June 30, 2017  and Amendment No. 2 to Schedule 13D filed January 5, 2018 (collectively, the “Original Schedule 13D”).  The Original Schedule 13D and this Amendment No. 3 are collectively referred to herein as the “Schedule 13D”).  This Amendment No. 3 relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Inspired Entertainment, Inc., a Delaware corporation (the “Company”).  Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.  Capitalized terms used herein but not otherwise defined have the meanings ascribed to such terms in the Original Schedule 13D as amended by this Amendment No. 3.

 
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented by adding thereto the following:
On January 17, 2018, the Issuer, Landgame and certain other selling stockholders entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC (the “Underwriter”). Pursuant to the Underwriting Agreement, the selling stockholders sold in the aggregate 4,500,000 shares of Common Stock. The shares were sold at the public offering price of $7.95 per share, less underwriting discounts and commissions of $0.5366 per share.  The sale of the shares of Common Stock pursuant to the Underwriting Agreement closed on January 22, 2018.  In connection with this offering, Landgame sold an aggregate of 3,929,507 shares of Common Stock. References to and descriptions of the Underwriting Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, which has been filed as Exhibit 1 hereto and incorporated by reference herein.


 
Item 5.  Interest in Securities of the Issuer.
Item 5 is hereby supplemented as follows:
(a) As of the date of this Amendment No. 3, each of the Reporting Persons beneficially owns shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D.  The number of shares each of the Reporting Persons beneficially owns does not take into account shares of Common Stock held by the other stockholders party to the Stockholders Agreement, pursuant to which the stockholders have agreed, in certain circumstances, to vote for Landgame’s designees to the board of directors of the Company as described in Item 6.  The total number of shares each of the Reporting Persons beneficially owns represents such percentages as set forth on the cover pages to this Schedule 13D of the Common Stock outstanding.  The percentages used in this Schedule 13D are calculated based upon the 21,478,775 outstanding shares of Common Stock on January 16, 2018, as disclosed in the Company’s prospectus supplement filed with the Securities and Exchange Commission on January 19, 2017.
(b) None of the Reporting Persons has sole power to vote or direct the vote or sole power to dispose or direct the disposition of the Common Stock reported herein.
(c) On January 22, 2018, certain of the Reporting Persons sold an aggregate of 3,929,507 shares of Common Stock to underwriters in connection with the secondary offering at the public offering price of $7.95 per share, less underwriting discounts and commissions of $0.5366 per share.
 
 
8
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby supplemented as follows:
On January 17, 2018, the Issuer, Landgame and certain other selling stockholders, and the Underwriters entered into the Underwriting Agreement with respect to, among other things, the sale by Landgame of up to an aggregate of 3,929,507 shares of Common Stock of the Issuer.  Closing of the sale of the shares of Common Stock sold by the selling stockholders occurred on January 22, 2018.

Item 7. Material to be Filed as Exhibits.

Exhibit No.        Description
1
Underwriting Agreement dated January 17, 2018 among the Issuer, Landgame and certain other selling stockholders of the Issuer and Morgan Stanley & Co. LLC (incorporated by reference to Exhibit 1.1 to the Issuer’s current report on Form 8-K filed with the Securities and Exchange Commission on January 22, 2018).
 
 
 
 
 
 
 
 
 
9
 
 
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
Dated: January 22, 2018
 
Landgame S.à r.l.
 
 
By:        /s/ Gaël Sausy                      
 
Name:  Gaël Sausy
 
Title:    Authorized Signatory
 
 
Vitruvian I Luxembourg S.à r.l.
 
 
By:        /s/ Gaël Sausy                     
 
Name:  Gaël Sausy
 
Title:    Authorized Signatory
 
 
VIP I Nominees Limited
 
By: Vitruvian Partners LLP, its director
 
 
By:      /s/ Philip Russmeyer             
 
Name:  Philip Russmeyer
 
Title:    Partner
 
 
VIP I A L.P.
 
By: Vitruvian Partners LLP, its general partner
 
 
By:      /s/ Philip Russmeyer            
 
Name:  Philip Russmeyer
 
Title:    Partner
 
 
VIP I B L.P.
 
By: Vitruvian Partners LLP, its general partner
 
 
By:      /s/ Philip Russmeyer            
 
Name:  Philip Russmeyer
 
Title:    Partner
 
 
Vitruvian Partners LLP
 
 
By:      /s/ Philip Russmeyer            
 
Name:  Philip Russmeyer
 
Title:    Partner