Sec Form 4 Filing - ROUBIN GARY S @ InspireMD, Inc. - 2020-10-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ROUBIN GARY S 2. Issuer Name and Ticker or Trading Symbol InspireMD, Inc. [ NSPR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O INSPIREMD, INC., 4 MENORAT HAMAOR ST. 3. Date of Earliest Transaction (MM/DD/YY) 10/16/2020 (Street) TEL AVIV, L36744832 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/16/2020 P 222,223 ( 1 ) A $ 0.45 461,173 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 0.495 10/16/2020 P 222,223 10/16/2020 10/16/2025 Common Stock 222,223 ( 1 ) $ 0.45 222,223 D Option to Purchase Common Stock ( 3 ) $ 0.33 ( 4 ) 10/12/2030 Common Stock 79,650 79,650 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROUBIN GARY S C/O INSPIREMD, INC. 4 MENORAT HAMAOR ST. TEL AVIV, L36744832 X Signatures /s/ Craig Shore, Attorney-in-Fact for Gary S. Roubin 10/19/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person purchased, in a private placement transaction, 222,223 shares of common stock and 222,223 warrants to purchase common stock together, as part of 222,223 units, at a purchase price of $0.45 per unit. ( 2 )238,950 of these shares of common stock represent shares of restricted stock, which vest and become exercisable in three equal annual installments, with 1/3 vesting on each of October 12, 2021, October 12, 2022 and October 12, 2023, subject to the Reporting Person's continued service. ( 3 )No transaction has been effected by the Reporting Person with respect to these securities, and they are being included in this Form 4 for informational purposes only. ( 4 )These options vest and become exercisable in three equal installments, with 1/3 vesting on each of October 12, 2021, October 12, 2022 and October 12, 2023, subject to the Reporting Person's continued service.

Remarks: Exhibit 24.1: Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24.1 to the Form 3 filed by the Reporting Person on October 16, 2020)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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