Sec Form 4 Filing - Shore Craig @ 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 Shore Craig 2. Issuer Name and Ticker or Trading Symbol InspireMD, Inc. [ NSPR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO AND CAO (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 ) 15,362 ( 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 Options (right to buy) $ 49.29 ( 3 ) 01/26/2016 D 9,131 ( 3 ) ( 4 ) 02/27/2021 Common Stock 9,13 1 ( 3 ) $ 0 ( 1 ) 0 D Options (right to buy) $ 31.6 ( 5 ) 01/26/2016 D 7,500 ( 5 ) ( 6 ) 05/25/2022 Common Stock 7,500 ( 5 ) $ 0 ( 1 ) 0 D Options (right to buy) $ 31 ( 7 ) 01/26/2016 D 7,700 ( 7 ) ( 8 ) 01/29/2024 Common Stock 7,700 ( 7 ) $ 0 ( 1 ) 0 D Options (right to buy) $ 29.7 ( 9 ) 01/26/2016 D 9,667 ( 9 ) ( 10 ) 01/31/2024 Common Stock 9,667 ( 9 ) $ 0 ( 1 ) 0 D Options (right to buy) $ 29.5 ( 11 ) 01/26/2016 D 2,500 ( 11 ) ( 12 ) 05/03/2023 Common Stock 2,500 ( 11 ) $ 0 ( 1 ) 0 D Options (right to buy) $ 7.2 ( 13 ) 01/26/2016 D 7,852 ( 13 ) ( 14 ) 01/26/2025 Common Stock 7,852 ( 13 ) $ 0 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shore Craig C/O INSPIREMD, INC. 321 COLUMBUS AVENUE BOSTON, MA02116 CFO AND CAO Signatures /s/ Craig Shore 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 )Reflects a 1-for-10 reverse stock split effected October 1, 2015. ( 3 )This option was previously reported as covering 365,223 shares at an exercise price of $1.232 per share, but was adjusted to reflect the 1-for-4 reverse stock split that occurred on December 21, 2012 and the 1-for-10 reverse stock split that occurred on October 1, 2015. ( 4 )This option vested in three equal annual installments that began on November 24, 2010. ( 5 )This option was previously reported as covering 300,000 shares at an exercise price of $0.8 per share, but was adjusted to reflect the 1-for-4 reverse stock split that occurred on December 21, 2012 and the 1-for-10 reverse stock split that occurred on October 1, 2015. ( 6 )This option vested in three equal annual installments beginning on May 25, 2013. ( 7 )This option was previously reported as covering 77,000 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. ( 8 )This option is exercisable in three equal annual installments, with 1/3 becoming exercisable on each of January 29, 2015, January 29, 2016 and January 29, 2017, subject to the Reporting Person's "continued service" with the Issuer, as such term is defined in the Issuer's Amended and Restated 2011 Umbrella Option Plan. ( 9 )This option was previously reported as covering 96,670 shares at an exercise price of $2.97 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015. ( 10 )This option is exercisable in three equal annual installments, with 1/3 becoming exercisable on each of January 31, 2015, January 31, 2016 and January 31, 2017, subject to the Reporting Person's continued service. ( 11 )This option was previously reported as covering 25,000 shares at an exercise price of $2.95 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015. ( 12 )This option vests in three equal annual installments, with 1/3 becoming exercisable on each of May 3, 2014, May 3, 2015 and May 3, 2016, subject to the Reporting Person's "continued service" with the Issuer, as such term is defined in the Issuer's Amended and Restated 2011 Umbrella Option Plan. ( 13 )This option was previously reported as covering 78,515 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. ( 14 )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.

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