Sec Form 3 Filing - Holmes Steven John @ Inspired Entertainment, Inc. - 2017-01-30

FORM 3 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 Holmes Steven John 2. Issuer Name and Ticker or Trading Symbol Inspired Entertainment, Inc. [ INSE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Legal Officer (Last) (First) (Middle) 250 WEST 57TH STREET, SUITE 2223 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2017 (Street) NEW YORK, NY10107 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

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 Restricted Stock Units ( 1 ) ( 2 ) ( 2 ) ( 2 ) Common Stock 118,735 D Restricted Stock Units ( 3 ) ( 4 ) ( 4 ) ( 4 ) Common Stock 12,560 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Holmes Steven John 250 WEST 57TH STREET, SUITE 2223 NEW YORK, NY10107 Chief Legal Officer Signatures /s/ Steven J. Holmes 02/08/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents award of restricted stock units granted under the Inspired Entertainment, Inc. ("Inspired") 2016 Long-Term Incentive Plan ("2016 Plan") which was adopted by Inspired's Board of Directors on November 17, 2016 subject to approval of Inspired's stockholders and consummation of Inspired's business combination which occurred on December 22, 2016 and December 23, 2016, respectively. Each unit represents a contingent right to receive one share of INSE common stock subject to the conditions set forth in the 2016 Plan and form of award agreement. ( 2 )The restricted stock units vest in three installments, one-third of the total on each of the first three anniversaries of the closing of the business combination (e.g., December 23, 2017, 2018 and 2019), provided the minimum price performance target applicable to each tranche (e.g., $12.50, $15.00 and $17.50, respectively) has been reached based on the average closing prices for the common stock for a period of at least thirty (30) consecutive trading days. If a specified price threshold has not been achieved prior to a scheduled vesting date, the portion of the award subject to that price threshold will vest on the first date thereafter when that price threshold is achieved, and provided further, that any unvested units shall expire on December 23, 2021 if a specified price threshold has not been reached by such date. ( 3 )Represents award of restricted stock units under the Inspired Second Long-Term Incentive Plan (the "Second Plan") which was adopted by Inspired's Board of Directors on December 22, 2016 and is pending stockholder approval. Each unit represents a contingent right to receive one share of INSE common stock subject to the conditions set forth in the Second Plan and form of award agreement. All grants thereunder are contingent upon stockholder approval of the Second Plan. ( 4 )The restricted stock units vest on the earliest of (i) December 23, 2019, (ii) the holder's death, (iii) the holder's "disability" and (iv) the closing of a "change in control" (as such terms are defined in the Second Plan and award agreement).

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