SEC Form 4 · accession 0001144204-17-000902
Inspired Entertainment, Inc. · INSE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel B. Silvers
Officer — Chief Strategy Officer
Period of report
Jan 3, 2017
Accepted (ET)
Jan 5, 2017 · 5:19 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 | Jan 3, 2017 | A | 150,000 | $0.00 | A | 150,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Jan 3, 2017 | A | 12,500 | A | — | — | Common Stock | 12,500 | 12,500 | D |
Explanation of responses
- F1Grant of restricted stock pursuant to the Inspired Entertainment, Inc. 2016 Long-Term Incentive Plan.
- F2The shares of restricted stock vest in three equal installments: Installment 1 -- On the later of (i) December 23, 2017 and (ii) the day following the first period of thirty (30) consecutive trading days during which the average of the closing prices for the Common Stock is $12.50 or higher. Installment 2 -- On the later of (i) December 23, 2018 and (ii) the day following the first period of thirty (30) consecutive trading days during which the average of the closing prices for the Common Stock is $15.00 or higher. Installment 3 -- On the later of (i) December 23, 2019 and (ii) the day following the first period of thirty (30) consecutive trading days during which the average of the closing prices for the Common Stock is $17.50 or higher.
- F3Each restricted stock unit represents a contingent right to receive one share of INSE common stock (the "Common Stock"), subject to forfeiture as set forth in the Inspired Entertainment, Inc. Second Long-Term Incentive Plan (the "Second Plan"). The Second Plan has been approved by the Issuer's Board of Directors and is pending stockholder approval. All grants thereunder are contingent upon stockholder approval of the Second Plan.
- F4Each restricted stock unit shall be settled by the issuance of a share of Common Stock in certificated or uncertificated form on the earliest of (i) December 23, 2019, (ii) the holder's death, (iii) the holder's disability (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended) or (iv) the closing of a Change in Control (as set forth in the Inspired Entertainment, Inc. Second Long-Term Incentive Plan).