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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
BARER SOL J
  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) 294,232 (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (right to buy) $ 100 (3) 01/26/2016   D     12,500 (3)   (4) 07/11/2021 Common Stock 12,500 (3) $ 0 (1) 0 D  
Options (right to buy) $ 31.6 (5) 01/26/2016   D     1,250 (5)   (6) 06/18/2022 Common Stock 1,250 (5) $ 0 (1) 0 D  
Options (right to buy) $ 31 (7) 01/26/2016   D     8,500 (7)   (8) 01/29/2024 Common Stock 8,500 (7) $ 0 (1) 0 D  
Options (right to buy) $ 27.5 (9) 01/26/2016   D     10,000 (9)   (10) 05/09/2023 Common Stock 10,000 (9) $ 0 (1) 0 D  
Options (right to buy) $ 7.8 (11) 01/26/2016   D     4,162 (11) 01/05/2015 01/05/2025 Common Stock 4,162 (11) $ 0 (1) 0 D  
Options (right to buy) $ 7.2 (12) 01/26/2016   D     9,161 (12)   (13) 01/26/2025 Common Stock 9,161 (12) $ 0 (1) 0 D  

Reporting Owners

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

Signatures

 /s/ Sol J. Barer   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 500,000 shares at an exercise price of $2.5 per share, but was adjusted to reflect the 1-for-4 reverse stock split that occurred on December 21, 2012 and the 1-for-10 reverse stock split that occurred on October 1, 2015.
(4) This option is exercisable in two equal annual installments. The first installment became exercisable on July 11, 2012 and the second installment became exercisable on July 11, 2013.
(5) This option was previously reported as covering 50,000 shares at an exercise price of $0.79 per share, but was adjusted to reflect the 1-for-4 reverse stock split that occurred on December 21, 2012 and 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 June 18, 2013, the second installment became exercisable on June 18, 2014 and the third installment became exercisable on June 18, 2015.
(7) This option was previously reported as covering 85,000 shares at an exercise price of $3.1 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.
(8) 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.
(9) This option was previously reported as covering 100,000 shares at an exercise price of $2.75 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.
(10) This option is exercisable in three equal annual installments. The first installment became exercisable on May 9, 2014, the second installment became exercisable on May 9, 2015 and the third installment would have become exercisable on May 9, 2016, provided that the Reporting Person is providing services to the Issuer or its subsidiaries or affiliates on May 9, 2016.
(11) This option was previously reported as covering 41,611 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.
(12) This option was previously reported as covering 91,601 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.
(13) 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.