Sec Form 4 Filing - MIHI LLC @ Inspired Entertainment, Inc. - 2016-12-23

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

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 MIHI LLC 2. Issuer Name and Ticker or Trading Symbol Inspired Entertainment, Inc. [ INSE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 125 WEST 55TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2016 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 12/23/2016 A 2,700,000 ( 2 ) ( 3 ) A 3,023,750 D ( 1 )

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 Warrant ( 4 ) $ 5.75 12/23/2016 J 3,500,000 ( 4 ) 01/22/2017 12/23/2021 Common Stock 1,750,000 ( 6 ) ( 4 ) 1,500,000 D ( 1 ) Warrant ( 5 ) $ 5.75 12/23/2016 A 500,000 ( 5 ) 01/22/2017 12/23/2021 Common Stock 250,000 ( 6 ) $ 0.5 ( 5 ) 2,000,000 D ( 1 ) Warrant ( 2 ) ( 3 ) $ 5.75 12/23/2016 A 2,000,000 ( 2 ) ( 3 ) 01/22/2017 12/23/2021 Common Stock 1,000,000 ( 6 ) $ 0.5 ( 2 ) ( 3 ) 4,000,000 D ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MIHI LLC 125 WEST 55TH STREET NEW YORK, NY10019 X MACQUARIE GROUP LTD NO. 50 MARTIN PLACE SYDNEY, NEW SOUTH WALES,, C3 X Signatures MIHI LLC, /s/ Duncan Murdoch, Vice President 01/04/2017 Signature of Reporting Person Date MIHI LLC, /s/ Tobias Bachteler, Vice President 01/04/2017 Signature of Reporting Person Date MACQUARIE GROUP LIMITED, /s/ Gus Wong, Attorney-in-Fact 01/04/2017 Signature of Reporting Person Date MACQUARIE GROUP LIMITED, /s/ Paulina Chan, Authorized Signatory 01/04/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Macquarie Group Limited is the ultimate indirect parent of MIHI LLC and may be deemed to beneficially own the Issuer's securities held thereby. ( 2 )These 2,700,000 common shares of Inspired Entertainment, Inc., formerly known as Hydra Industries Acquisition Corp. (the "Issuer") consist of 500,000 founder shares which are subject to transfer restrictions (as disclosed on under "Transfer restrictions on founder shares" on Form S-1 filed August 19, 2014) and 2,200,000 common shares, which were acquired at the consummation of the Issuer's initial business combination pursuant to the Contingent Forward Purchase Contract, dated October 24, 2014, by and between Hydra Industries Acquisition Corp. and MIHI LLC (the "Contingent Forward Purchase Contract"). Pursuant to the Contingent Forward Purchase Contract, MIHI LLC acquired, for an aggregate purchase price of $20,004,347.83, upon the initial business combination, but in multiple steps, (i) 2,200,000 Issuer common shares, (ii) 2,000,000 warrants to purchase one-half of one share of the Issuer's common stock, at an exercise price of $5.75 per half share, ( 3 )(continued from Footnote 2) and (iii) 500,000 founder shares of the Issuer. The acquisition of such securities is being reported now in connection with the Issuer's consummation of a business combination on December 23, 2016. ( 4 )As an inducement to the agreement of certain institutional and accredited investors (the "Purchasers") to purchase shares of the Issuer, from public stockholders in advance of the Issuer's proposed business combination, MIHI LLC agreed to transfer for no value 3,500,000 private placement warrants to Hydra Industries Sponsor LLC (the "Sponsor"). ( 5 )Pursuant to the Promissory Note, dated as of March 16, 2016, by and between the Issuer and MIHI LLC, MIHI LLC converted its $250,000 sponsor loan note into 500,000 warrants of the Issuer. ( 6 )The exercise price of the warrants is $5.75 per half share. Warrants may only be exercised for whole shares (2 warrants at $11.50 per share).

Remarks: (1) Inspired Entertainment, Inc. is successor to Hydra Industries Acquisition Corp.(2) Macquarie Group Limited is the ultimate indirect parent of MIHI LLC and may be deemed to beneficially own the Issuer's securities held thereby.

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.