SEC Form 4 · accession 0001144204-16-141627
Inspired Entertainment, Inc. · INSE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
A Lorne Weil
Officer — Executive Chairman · Director · 10% Owner
Hydra Industries Sponsor LLC
10% Owner
Period of report
Dec 23, 2016
Accepted (ET)
Dec 28, 2016 · 9:57 pm 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 StockF1,F2 | Dec 23, 2016 | J | 710,000 | $0.00 | D | 476,308 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF3,F6 | $5.75 | Dec 23, 2016 | A | 4,200,000 | A | Jan 22, 2017 | Dec 23, 2021 | Common Stock | 1 | 4,200,000 | D |
| WarrantF4,F2,F6 | $5.75 | Dec 23, 2016 | J | 3,500,000 | A | Jan 22, 2017 | Dec 23, 2021 | Common Stock | 1 | 3,500,000 | I |
| WarrantF5,F2,F6 | $5.75 | Dec 23, 2016 | A | 1,079,230 | A | Jan 22, 2017 | Dec 23, 2021 | Common Stock | 1 | 4,579,230 | I |
| WarrantF1,F2,F6 | $5.75 | Dec 23, 2016 | J | 910,000 | D | Jan 22, 2017 | Dec 23, 2021 | Common Stock | 1 | 3,669,230 | I |
Explanation of responses
- F1As an inducement to the agreement of certain institutional and accredited investors (the "Purchasers") to purchase shares of Inspired Entertainment, Inc., formerly known as Hydra Industries Acquisition Corp. (the "Issuer"), from public stockholders in advance of the Issuer's proposed business combination, Hydra Industries Sponsor LLC (the "Sponsor") agreed to transfer 710,000 shares of founder common stock and 910,000 private placement warrants to the Purchasers following the closing of such business combination.
- F2The shares and warrants owned indirectly are held by the Sponsor and are beneficially owned by A. Lorne Weil, who has sole voting and dispositive power over the shares held by the Sponsor. Mr. Weil, B. Luke Weil, a son of Mr. Weil, and trusts owned by Mr. Weil's children, B. Luke Weil, Nicholas Weil, Francesca Weil, and Alexander Weil, own all of the membership interests in the Sponsor. Mr. Weil may be deemed the beneficial owner of the securities held by the Sponsor and has sole voting and dispositive control over such securities. Mr. Weil disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest.
- F3In connection with the Issuer's IPO on October 24, 2014, Mr. Weil acquired 4,200,000 warrants, for an aggregate purchase price of $2,100,000, that could only become eligible for exercise upon consummation of the Issuer's initial business combination. Since the exercise of the warrants was contingent upon the closing of the business combination, these warrants were not reported at the time of acquisition. The acquisition is being reported now in connection with the Issuer's consummation of a business combination on December 23, 2016.
- F4In connection with the inducement referenced in Footnote 1, MIHI LLC, an initial sponsor of the Issuer's IPO, agreed to transfer 3,500,000 private placement warrants to the Sponsor.
- F5In order to preserve the Issuer's liquidity, the Sponsor agreed to accept repayment from the Issuer for $539,615.20 payable upon consummation of the business combination in the form of warrants, at a price of $0.50 per warrant.
- 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).