Sec Form 4 Filing - Kester Thomas J @ InspireMD, Inc. - 2023-05-12

Insider filing report for Changes in Beneficial Ownership
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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
Kester Thomas J
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)
05/12/2023
(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 05/12/2023 P 61,249 ( 1 ) A $ 1.6327 ( 2 ) 108,590 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
Series H Warrants to purchase Common Stock $ 1.3827 05/12/2023 P 30,625 ( 3 ) 05/15/2023 ( 4 ) Common Stock 30,625 $ 1.6327 ( 2 ) 30,625 D
Series I Warrants to purchase Common Stock $ 1.3827 05/12/2023 P 30,624 ( 5 ) 05/15/2023 ( 6 ) Common Stock 30,624 $ 1.6327 ( 2 ) 30,624 D
Series J Warrants to purchase Common Stock $ 1.3827 05/12/2023 P 30,625 ( 7 ) 05/15/2023 ( 8 ) Common Stock 30,625 $ 1.6327 ( 2 ) 30,625 D
Series K Warrants to purchase Common Stock $ 1.3827 05/12/2023 P 30,624 ( 9 ) 05/15/2023 ( 10 ) Common Stock 30,624 $ 1.6327 ( 2 ) 30,624 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kester Thomas J
C/O INSPIREMD, INC.
4 MENORAT HAMAOR ST.
TEL AVIV, L36744832
X
Signatures
/s/ Craig Shore, Attorney-in-Fact for Thomas J. Kester 05/16/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of common stock reported in this row represent shares of restricted stock that were acquired in a private placement transaction on May 12, 2023 pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Private Placement").
( 2 )The purchase price per share of common stock and associated Series H Warrants, Series I Warrants, Series J Warrants and Series K Warrants in the Private Placement was $1.6327.
( 3 )The aggregate number of warrants reported in this row consists of 30,625 Series H Warrants that were acquired in the Private Placement.
( 4 )The Series H Warrants have a term of the earlier of (i) May 15, 2028 and (ii) 20 trading days following the Company's public release of primary and secondary end points related to one year follow up study results from the Company's C-Guardians pivotal trial.
( 5 )The aggregate number of warrants reported in this row consists of 30,624 Series I Warrants that were acquired in the Private Placement.
( 6 )The Series I Warrants have a term of the earlier of (i) May 15, 2028 and (ii) 20 trading days following the Company's announcement of receipt of Premarket Approval (PMA) from the Food and Drug Administration ("FDA") for the CGuard Prime Carotid Stent System (135 cm).
( 7 )The aggregate number of warrants reported in this row consists of 30,625 Series J Warrants that were acquired in the Private Placement.
( 8 )The Series J Warrants have a term of the earlier of (i) May 15, 2028 and (ii) 20 trading days following the Company's announcement of receipt of FDA approval for the SwitchGuard transcarotid system and CGuard Prime 80 cm.
( 9 )The aggregate number of warrants reported in this row consists of 30,624 Series K Warrants that were acquired in the Private Placement.
( 10 )The Series K Warrants have a term of the earlier of (i) May 15, 2028 and (ii) 20 trading days following the end of the fourth fiscal quarter after the fiscal quarter in which the first commercial sales of the CGuard Carotid Stent System in the United States begin.

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