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Sec Form 4 Filing - WEIL A LORNE @ Inspired Entertainment Inc. - 2016-12-23

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Washington, D.C. 20549
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 Number: 3235-0287
Expires: November 30, 2011
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1. Name and Address of Reporting Person *
2. Issuer Name and Ticker or Trading Symbol
Inspired Entertainment, Inc. [ INSE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (MM/DD/YY)
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
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 J 710,000 D $ 0 ( 1 ) 476,308 I See Footnote ( 2 )
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
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 $ 5.75 12/23/2016( 3 ) A 4,200,000 ( 3 ) 01/22/2017 12/23/2021 Common Stock 0.5 ( 6 ) $ 0.5 ( 3 ) 4,200,000 D
Warrant $ 5.75 12/23/2016 J 3,500,000 ( 4 ) 01/22/2017 12/23/2021 Common Stock 0.5 ( 6 ) $ 0 ( 4 ) 3,500,000 I See Footnote ( 2 )
Warrant $ 5.75 12/23/2016 A 1,079,230 ( 5 ) 01/22/2017 12/23/2021 Common Stock 0.5 ( 6 ) $ 0.5 ( 5 ) 4,579,230 I See Footnote ( 2 )
Warrant $ 5.75 12/23/2016 J 910,000 ( 1 ) 01/22/2017 12/23/2021 Common Stock 0.5 ( 6 ) $ 0 ( 1 ) 3,669,230 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
X X Executive Chairman
Hydra Industries Sponsor LLC
/s/ A. Lorne Weil 12/28/2016
** Signature of Reporting Person Date
/s/ A. Lorne Weil, Member of Hydra Industries Sponsor LLC 12/28/2016
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )As an inducement to the agreement of certain institutional and accredited investors (the "Purchasers") to purchase shares of Inspired Entertainment, Inc., formerly known as Hydra Industries Acquisition Corp. (the "Issuer"), from public stockholders in advance of the Issuer's proposed business combination, Hydra Industries Sponsor LLC (the "Sponsor") agreed to transfer 710,000 shares of founder common stock and 910,000 private placement warrants to the Purchasers following the closing of such business combination.
( 2 )The shares and warrants owned indirectly are held by the Sponsor and are beneficially owned by A. Lorne Weil, who has sole voting and dispositive power over the shares held by the Sponsor. Mr. Weil, B. Luke Weil, a son of Mr. Weil, and trusts owned by Mr. Weil's children, B. Luke Weil, Nicholas Weil, Francesca Weil, and Alexander Weil, own all of the membership interests in the Sponsor. Mr. Weil may be deemed the beneficial owner of the securities held by the Sponsor and has sole voting and dispositive control over such securities. Mr. Weil disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest.
( 3 )In connection with the Issuer's IPO on October 24, 2014, Mr. Weil acquired 4,200,000 warrants, for an aggregate purchase price of $2,100,000, that could only become eligible for exercise upon consummation of the Issuer's initial business combination. Since the exercise of the warrants was contingent upon the closing of the business combination, these warrants were not reported at the time of acquisition. The acquisition is being reported now in connection with the Issuer's consummation of a business combination on December 23, 2016.
( 4 )In connection with the inducement referenced in Footnote 1, MIHI LLC, an initial sponsor of the Issuer's IPO, agreed to transfer 3,500,000 private placement warrants to the Sponsor.
( 5 )In order to preserve the Issuer's liquidity, the Sponsor agreed to accept repayment from the Issuer for $539,615.20 payable upon consummation of the business combination in the form of warrants, at a price of $0.50 per warrant.
( 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).

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.