SEC Form 4 · accession 0000899243-17-000560
Inspired Entertainment, Inc. · INSE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 23, 2016
Accepted (ET)
Jan 6, 2017 · 8:38 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001615063
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F1 | Dec 23, 2016 | A | 2,700,000 | — | A | 3,023,750 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF4,F1,F6 | $5.75 | Dec 23, 2016 | J | 3,500,000 | D | Jan 22, 2017 | Dec 23, 2021 | Common Stock | 1,750,000 | 1,500,000 | D |
| WarrantF5,F1,F6 | $5.75 | Dec 23, 2016 | A | 500,000 | A | Jan 22, 2017 | Dec 23, 2021 | Common Stock | 250,000 | 2,000,000 | D |
| WarrantF2,F3,F1,F6 | $5.75 | Dec 23, 2016 | A | 2,000,000 | A | Jan 22, 2017 | Dec 23, 2021 | Common Stock | 1,000,000 | 4,000,000 | D |
Explanation of responses
- F1Macquarie Group Limited is the ultimate indirect parent of MIHI LLC and may be deemed to beneficially own the Issuer's securities held thereby.
- F2These 2,700,000 common shares of Inspired Entertainment, Inc., formerly known as Hydra Industries Acquisition Corp. (the "Issuer") consist of 500,000 founder shares which are subject to transfer restrictions (as disclosed on under "Transfer restrictions on founder shares" on Form S-1 filed August 19, 2014) and 2,200,000 common shares, which were acquired at the consummation of the Issuer's initial business combination pursuant to the Contingent Forward Purchase Contract, dated October 24, 2014, by and between Hydra Industries Acquisition Corp. and MIHI LLC (the "Contingent Forward Purchase Contract"). Pursuant to the Contingent Forward Purchase Contract, MIHI LLC acquired, for an aggregate purchase price of $20,004,347.83, upon the initial business combination, but in multiple steps, (i) 2,200,000 Issuer common shares, (ii) 2,000,000 warrants to purchase one-half of one share of the Issuer's common stock, at an exercise price of $5.75 per half share,
- F3(continued from Footnote 2) and (iii) 500,000 founder shares of the Issuer. The acquisition of such securities is being reported now in connection with the Issuer's consummation of a business combination on December 23, 2016.
- F4As an inducement to the agreement of certain institutional and accredited investors (the "Purchasers") to purchase shares of the Issuer, from public stockholders in advance of the Issuer's proposed business combination, MIHI LLC agreed to transfer for no value 3,500,000 private placement warrants to Hydra Industries Sponsor LLC (the "Sponsor").
- F5Pursuant to the Promissory Note, dated as of March 16, 2016, by and between the Issuer and MIHI LLC, MIHI LLC converted its $250,000 sponsor loan note into 500,000 warrants of the Issuer.
- F6The exercise price of the warrants is $5.75 per half share. Warrants may only be exercised for whole shares (2 warrants at $11.50 per share).
Remarks
(1) Inspired Entertainment, Inc. is successor to Hydra Industries Acquisition Corp. (2) Macquarie Group Limited is the ultimate indirect parent of MIHI LLC and may be deemed to beneficially own the Issuer's securities held thereby.