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*
ROUBIN GARY S

(Last) (First) (Middle)
C/O INSPIREMD, INC.
4 MENORAT HAMAOR ST.

(Street)
TEL AVIV L3 6744832

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
10/16/2020
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)
Code V Amount (A) or (D) Price
Common Stock 10/16/2020 P 222,223(1) A $0.45 461,173(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $0.495 10/16/2020 P 222,223 10/16/2020 10/16/2025 Common Stock 222,223(1) $0.45 222,223 D
Option to Purchase Common Stock(3) $0.33 (4) 10/12/2030 Common Stock 79,650 79,650 D
Explanation of Responses:
1. The Reporting Person purchased, in a private placement transaction, 222,223 shares of common stock and 222,223 warrants to purchase common stock together, as part of 222,223 units, at a purchase price of $0.45 per unit.
2. 238,950 of these shares of common stock represent shares of restricted stock, which vest and become exercisable in three equal annual installments, with 1/3 vesting on each of October 12, 2021, October 12, 2022 and October 12, 2023, subject to the Reporting Person's continued service.
3. No transaction has been effected by the Reporting Person with respect to these securities, and they are being included in this Form 4 for informational purposes only.
4. These options vest and become exercisable in three equal installments, with 1/3 vesting on each of October 12, 2021, October 12, 2022 and October 12, 2023, subject to the Reporting Person's continued service.
Remarks:
Exhibit 24.1: Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24.1 to the Form 3 filed by the Reporting Person on October 16, 2020)
/s/ Craig Shore, Attorney-in-Fact for Gary S. Roubin 10/19/2020
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.