SEC Form 4 · accession 0001615774-16-004034
InspireMD, Inc. · NSPR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James J Barry
Officer — Executive VP and COO · Director
Period of report
Jan 26, 2016
Accepted (ET)
Jan 28, 2016 · 11:31 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 | 26,091 | D | |
| Common StockF2 | Jan 26, 2016 | F | 3,448 | $0.56 | D | 22,643 | 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 | $78.00 | Jan 26, 2016 | D | 2,500 | D | — | Jan 30, 2022 | Common Stock | 2,500 | 0 | D |
| Options (right to buy)F5,F1,F6 | $31.60 | Jan 26, 2016 | D | 1,250 | D | — | Jun 18, 2022 | Common Stock | 1,250 | 0 | D |
| Options (right to buy)F7,F1,F8 | $31.00 | Jan 26, 2016 | D | 5,000 | D | — | Jan 29, 2024 | Common Stock | 5,000 | 0 | D |
| Options (right to buy)F9,F1,F10 | $27.50 | Jan 26, 2016 | D | 10,000 | D | — | May 9, 2023 | Common Stock | 10,000 | 0 | D |
| Options (right to buy)F11,F1,F12 | $26.10 | Jan 26, 2016 | D | 45,001 | D | — | Jul 14, 2024 | Common Stock | 45,001 | 0 | D |
| Options (right to buy)F13,F1,F14 | $7.20 | Jan 26, 2016 | D | 3,926 | D | — | Jan 26, 2025 | Common Stock | 3,926 | 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 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.
- F11This option was previously reported as covering 450,000 shares at an exercise price of $2.61 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 July 14, 2015, July 14, 2016 and July 14, 2017, subject to the Reporting Person's continued service with the Issuer on July 14, 2016 and July 14, 2017, as applicable.
- F13This option was previously reported as covering 39,257 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.
- F14This 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.
- F2Represents shares of restricted stock withheld to pay the Reporting Person's tax withholding obligations incurred in connection with the vesting of 9,230 shares of restricted stock on January 26, 2016.
- F3This option was previously reported as covering 100,000 shares at an exercise price of $1.95 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.
- F4This option became exercisable in three equal annual installments. The first installment became exercisable on January 30, 2013, the second installment became exercisable on January 30, 2014 and the third installment became exercisable on January 30, 2015.
- F5This 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.
- F6This option became 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.
- F7This option was previously reported as covering 50,000 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.
- F8This 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.
- F9This 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.