SEC Form 4 · accession 0001615774-17-007594
Inspired Entertainment, Inc. · INSE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
A Lorne Weil
Officer — Executive Chairman · Director · 10% Owner
Period of report
Dec 21, 2017
Accepted (ET)
Dec 26, 2017 · 5:31 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 Stock | Dec 21, 2017 | D | 926,272 | $0.00 | D | 0 | D | |
| Common StockF2 | holding | — | — | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Dec 21, 2017 | A | 926,272 | A | — | — | Common Stock | 926,272 | 926,272 | D |
Explanation of responses
- F1A. Lorne Weil and Inspired Entertainment, Inc. (the "Company") agreed to the forfeiture and cancellation of such shares of common stock, which had previously been granted by the Company to Mr. Weil in the form of restricted stock under the Company's 2016 Long-Term Incentive Plan.
- F2Represents 476,308 shares of common stock held by Hydra Industries Sponsor LLC ("Hydra Sponsor") an affiliate of Mr. Weil. Mr. Weil is the managing member of Hydra Sponsor, whose membership interests are owned by Mr. Weil and Mr. Weil's children or trusts for their benefit. Mr. Weil has sole voting and dispositive power with respect to such shares. Mr. Weil disclaims beneficial ownership over any securities owned by Hydra Sponsor in which he does not have any pecuniary interest.
- F3Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock at settlement, subject to the terms and conditions set forth in the award of such RSUs by the Company to Mr. Weil under the Company's Second Long-Term Incentive Plan ("Second Incentive Plan"). The Company's Second Incentive Plan was approved by the Board of Directors and is pending stockholder approval. All awards thereunder are contingent upon stockholder approval of the Second Incentive Plan.
- F4The RSUs vest on December 31, 2019, or earlier upon the occurrence of a Transformational M&A Transaction, a Change in Control of the Company, or death, disability, termination by the Company without cause or termination by Mr. Weil with good reason, subject to the terms and conditions set forth in the award agreement and the Second Incentive Plan. Settlement of vested RSUs shall not occur until Mr. Weil's services with the Company terminate or in the event of his death or disability, or upon a Change in Control.