Sec Form 3 Filing - Damon Carys @ Inspired Entertainment, Inc. - 2019-09-01

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 Damon Carys 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) General Counsel (Last) (First) (Middle) C/O INSPIRED ENTERTAINMENT, INC., 250 WEST 57TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/01/2019 (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 Common Stock 1,749 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 Restricted Stock Units ( 2 ) ( 1 ) ( 1 ) Common Stock 6,601 D Restricted Stock Units ( 2 ) ( 3 ) ( 3 ) Common Stock 25,000 D Restricted Stock Units ( 2 ) ( 4 ) ( 4 ) Common Stock 27,535 D Performance Restricted Stock Units ( 5 ) ( 5 ) ( 5 ) Common Stock 8,855 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Damon Carys C/O INSPIRED ENTERTAINMENT, INC. 250 WEST 57TH STREET NEW YORK, NY10107 General Counsel Signatures /s/ Carys Damon 09/11/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These restricted stock units ("RSUs") vest in two equal installments upon achievement of the minimum price performance target applicable to each installment (i.e., $15.00 and $17.50, respectively) based on the average closing prices for the Issuer's common stock for a period of at least thirty (30) consecutive trading days and provided the award's minimum service requirements are met. If a specified price threshold for an installment is not met by December 23, 2021, the unvested RSUs would expire. ( 2 )Each RSU represents a contingent right to receive one share of common stock at settlement. ( 3 )These RSUs vest in one installment on May 1, 2020, or earlier in the event of a transformational M&A transaction, a change in control or the holder's death, disability or termination without cause subject to the terms and conditions of an award agreement with the Issuer. Settlement of vested RSUs would not occur until the holder's services with the Issuer terminate or in the event of her death or disability, or upon a change in control. ( 4 )These RSUs vest in three equal installments on each of December 31, 2019, December 31, 2020 and December 31, 2021. ( 5 )These performance RSUs are conditioned on attainment of pre-established performance criteria for 2019 and the number of RSUs shown reflect the target award. Depending on the level of performance attained, 0% to 200% of the units would be eligible to vest and be subject to a time-based vesting schedule (vesting in one installment on December 31, 2021).

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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