Edgar Filing: InspireMD, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BERMAN MICHAEL

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)

(Last)

(First)

(Middle)

C/O INSPIREMD, INC., 321 COLUMBUS AVENUE

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

(Street)

BOSTON, MA 02116

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/26/2016		A		1	A	$ 0 ⁽¹⁾	3,001 ⁽²⁾	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options (right to buy)

$ 34 ⁽³⁾

01/26/2016

12,442 ⁽³⁾

⁽⁴⁾

02/07/2023

Common Stock

12,442 ⁽³⁾

$ 0 ⁽¹⁾

Options (right to buy)

$ 31 ⁽⁵⁾

01/26/2016

5,000 ⁽⁵⁾

⁽⁶⁾

01/29/2024

Common Stock

5,000 ⁽⁵⁾

$ 0 ⁽¹⁾

Options (right to buy)

$ 7.8 ⁽⁷⁾

01/26/2016

3,805 ⁽⁷⁾

01/05/2015

01/05/2025

Common Stock

3,805 ⁽⁷⁾

$ 0 ⁽¹⁾

Options (right to buy)

$ 7.2 ⁽⁸⁾

01/26/2016

5,409 ⁽⁸⁾

⁽⁹⁾

01/26/2025

Common Stock

5,409 ⁽⁸⁾

$ 0 ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BERMAN MICHAEL C/O INSPIREMD, INC. 321 COLUMBUS AVENUE BOSTON, MA 02116	X

Signatures

/s/ Michael Berman		01/28/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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)	Reflects a 1-for-10 reverse stock split effected October 1, 2015.
(3)	This option was previously reported as covering 124,415 shares at an exercise price of $3.40 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.
(4)	This option is exercisable in three equal annual installments. The first installment became exercisable on February 7, 2014, the second installment became exercisable on February 7, 2015 and the third installment would have become exercisable on February 7, 2016.
(5)	This option was previously reported as covering 50,000 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 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.
(7)	This option was previously reported as covering 38,045 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.
(8)	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.
(9)	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 the Reporting Person's continued service.

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