Sec Form 4 Filing - Rogers Campbell @ InspireMD, Inc. - 2016-01-26

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 Rogers Campbell 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., 321 COLUMBUS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/26/2016 (Street) BOSTON, MA02116 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 01/26/2016 A 1 A $ 0 ( 1 ) 1 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 Options (right to buy) $ 31 ( 2 ) 01/26/2016 D 5,000 ( 2 ) ( 3 ) 01/29/2024 Common Stock 5,000 ( 2 ) $ 0 ( 1 ) 0 D Options (right to buy) $ 21.2 ( 4 ) 01/26/2016 D 12,500 ( 4 ) ( 5 ) 09/03/2023 Common Stock 12,500 ( 4 ) $ 0 ( 1 ) 0 D Options (right to buy) $ 7.8 ( 6 ) 01/26/2016 D 3,210 ( 6 ) 01/05/2015 01/05/2025 Common Stock 3,210 ( 6 ) $ 0 ( 1 ) 0 D Options (right to buy) $ 7.2 ( 7 ) 01/26/2016 D 5,409 ( 7 ) ( 8 ) 01/26/2025 Common Stock 5,409 ( 7 ) $ 0 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rogers Campbell C/O INSPIREMD, INC. 321 COLUMBUS AVENUE BOSTON, MA02116 X Signatures /s/ Campbell Rogers 01/28/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 26, 2016, the Issuer and the Reporting Person entered into that certain Option Cancellation and Release Agreement, pursuant to which the parties agreed to the cancellation of certain stock options previously granted to the Reporting Person in exchange for one (1) share of common stock as consideration. ( 2 )This option was previously reported as covering 50,000 shares at an exercise price of $3.1 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015. ( 3 )This option is exercisable in three equal annual installments. The first installment became exercisable on January 29, 2015, the second installment would have become exercisable on January 29, 2016 and the third installment would have become exercisable on January 29, 2017, provided that the Reporting Person is providing services to the Issuer or its subsidiaries or affiliates on January 29, 2016, and January 29, 2017, as applicable. ( 4 )This option was previously reported as covering 125,000 shares at an exercise price of $2.12 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015. ( 5 )This option is exercisable in three equal annual installments. The first installment became exercisable on September 3, 2014, the second installment became exercisable on September 3, 2015 and the third installment would have become exercisable on September 3, 2016. ( 6 )This option was previously reported as covering 32,100 shares at an exercise price of $0.78 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015. ( 7 )This option was previously reported as covering 54,088 shares at an exercise price of $0.72 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015. ( 8 )This option would have vested in three equal annual installments, with 1/3 becoming exercisable on each of January 26, 2016, January 26, 2017 and January 26, 2018, subject to the Reporting Person's continued service.

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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