Sec Form 4/A Filing - Barry James J @ InspireMD, Inc. - 2015-05-01

FORM 4/A 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Barry James 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 X __ Officer (give title below) _____ Other (specify below) Executive VP and COO (Last) (First) (Middle) C/O INSPIREMD, INC., 321 COLUMBUS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2015 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 12/07/2015 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 05/01/2015 D 10,562 ( 1 ) ( 2 ) D $ 0 27,715 ( 2 ) D Common Stock 11/30/2015 F 1,625 ( 3 ) D $ 2.7 26,090 ( 4 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Barry James J C/O INSPIREMD, INC. 321 COLUMBUS AVENUE BOSTON, MA02116 X Executive VP and COO Signatures /s/ James J. Barry 01/26/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were omitted from the Reporting Person's original Form 4 filed on December 7, 2015. Represents cancellation of certain shares of restricted stock award upon the termination of the base salary modification, pursuant to which the Reporting Person was granted shares of restricted stock award on January 26, 2015 in lieu of 50% of his base salary in cash payments until as set forth in the Amendment Number Two to Employment Agreement, dated February 22, 2015. ( 2 )Reflects a 1-for-10 reverse stock split effected October 1, 2015. ( 3 )Represents shares of restricted stock withheld to pay the Reporting Person's tax withholding obligations incurred in connection with the vesting of 5,000 shares of restricted stock on November 30, 2015. ( 4 )These shares were previously reported as 381,148 shares but were adjusted to reflect the cancellation of shares of restricted stock award previously omitted from the Reporting Person's original Form 4 filed on December 7, 2015 and the 1-for-10 reverse stock split that was effected on October 1, 2015.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.