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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MILINAZZO ALAN C/O INSPIREMD, INC. 321 COLUMBUS AVENUE BOSTON, MA 02116 |
X | President and CEO | ||
| /s/ Alan Milinazzo | 01/28/2016 | |
| **Signature of Reporting Person | Date |
| * | 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) | 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. |