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Sec Form 4 Filing - WEIL A LORNE @ Inspired Entertainment Inc. - 2017-12-21

  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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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 *
WEIL A LORNE
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
(Last)
(First)
(Middle)
250 WEST 57TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/21/2017
(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
Common Stock 12/21/2017 D( 1 ) 926,272 D $ 0 0 D
Common Stock 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
(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 ( 3 ) 12/21/2017 A V 926,272 ( 4 ) ( 4 ) Common Stock 926,272 $ 0 926,272 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WEIL A LORNE
250 WEST 57TH STREET
NEW YORK, NY10107
X X Executive Chairman
Signatures
/s/ George Peng, attorney-in-fact 12/26/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )A. Lorne Weil and Inspired Entertainment, Inc. (the "Company") agreed to the forfeiture and cancellation of such shares of common stock, which had previously been granted by the Company to Mr. Weil in the form of restricted stock under the Company's 2016 Long-Term Incentive Plan.
( 2 )Represents 476,308 shares of common stock held by Hydra Industries Sponsor LLC ("Hydra Sponsor") an affiliate of Mr. Weil. Mr. Weil is the managing member of Hydra Sponsor, whose membership interests are owned by Mr. Weil and Mr. Weil's children or trusts for their benefit. Mr. Weil has sole voting and dispositive power with respect to such shares. Mr. Weil disclaims beneficial ownership over any securities owned by Hydra Sponsor in which he does not have any pecuniary interest.
( 3 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock at settlement, subject to the terms and conditions set forth in the award of such RSUs by the Company to Mr. Weil under the Company's Second Long-Term Incentive Plan ("Second Incentive Plan"). The Company's Second Incentive Plan was approved by the Board of Directors and is pending stockholder approval. All awards thereunder are contingent upon stockholder approval of the Second Incentive Plan.
( 4 )The RSUs vest on December 31, 2019, or earlier upon the occurrence of a Transformational M&A Transaction, a Change in Control of the Company, or death, disability, termination by the Company without cause or termination by Mr. Weil with good reason, subject to the terms and conditions set forth in the award agreement and the Second Incentive Plan. Settlement of vested RSUs shall not occur until Mr. Weil's services with the Company terminate or in the event of his death or disability, or upon a Change in Control.

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.