SEC Form 4 · accession 0001615774-16-004024
InspireMD, Inc. · NSPR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan Milinazzo
Officer — President and CEO · Director
Period of report
Jan 26, 2016
Accepted (ET)
Jan 28, 2016 · 11:13 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001433607
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 26, 2016 | A | 1 | $0.00 | A | 175,145 | D | |
| Common StockF2 | Jan 26, 2016 | F | 14,378 | $0.56 | D | 160,767 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options (right to buy)F3,F1,F4 | $40.50 | Jan 26, 2016 | D | 60,001 | D | — | Jan 3, 2023 | Common Stock | 60,001 | 0 | D |
| Options (right to buy)F5,F1,F6 | $31.00 | Jan 26, 2016 | D | 8,633 | D | — | Jan 29, 2024 | Common Stock | 8,633 | 0 | D |
| Options (right to buy)F7,F1,F8 | $29.70 | Jan 26, 2016 | D | 31,335 | D | — | Jan 31, 2024 | Common Stock | 31,335 | 0 | D |
| Options (right to buy)F9,F1,F10 | $20.50 | Jan 26, 2016 | D | 29,745 | D | — | Apr 25, 2023 | Common Stock | 29,745 | 0 | D |
| Options (right to buy)F11,F1,F12 | $7.20 | Jan 26, 2016 | D | 5,300 | D | — | Jan 26, 2025 | Common Stock | 5,300 | 0 | D |
| Options (right to buy)F13,F1,F12 | $7.20 | Jan 26, 2016 | D | 25,474 | D | — | Jan 26, 2025 | Common Stock | 25,474 | 0 | D |
Explanation of responses
- F1On 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.
- F10This 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.
- F11This 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.
- F12This 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.
- F13This 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.
- F2Represents 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.
- F3This 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.
- F4This 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.
- F5This 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.
- F6This 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.
- F7This 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.
- F8This 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.
- F9This 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.