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| FORM 4 |
| 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
| ( 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.
|* 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).|