Statement of Changes in Beneficial Ownership (4)
May 16 2023 - 4:17PM
Edgar (US Regulatory)
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 OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
1. Name and Address of Reporting Person
*
Stuka Paul |
2. Issuer Name and Ticker or Trading Symbol
InspireMD, Inc.
[
NSPR
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
|
|
(Last)
(First)
(Middle)
C/O INSPIREMD, INC., 4 MENORAT HAMAOR ST. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/12/2023 |
|
(Street)
TEL AVIV, L3 6744832 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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)
|
Rule 10b5-1(c) Transaction Indication
☐
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 | 5/12/2023 | | P | | 175000 (1) | A | $1.6327 (2) | 248534 | I | See footnote (3) |
| Common Stock | | | | | | | | 42320 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 Securities Underlying Derivative Security
(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 |
| Series H Warrants to purchase Common Stock | $1.3827 | 5/12/2023 | | P | | 87500 (4) | | 5/15/2023 | (5) | Common Stock | 87500 | $1.6327 (2) | 87500 | I | See footnote (3) |
| Series I Warrants to purchase Common Stock | $1.3827 | 5/12/2023 | | P | | 87500 (6) | | 5/15/2023 | (7) | Common Stock | 87500 | $1.6327 (2) | 87500 | I | See footnote (3) |
| Series J Warrants to purchase Common Stock | $1.3827 | 5/12/2023 | | P | | 87500 (8) | | 5/15/2023 | (9) | Common Stock | 87500 | $1.6327 (2) | 87500 | I | See footnote (3) |
| Series K Warrants to purchase Common Stock | $1.3827 | 5/12/2023 | | P | | 87500 (10) | | 5/15/2023 | (11) | Common Stock | 87500 | $1.6327 (2) | 87500 | I | See footnote (3) |
| Explanation of Responses: |
| (1) | The shares of common stock reported in this row represent shares of restricted stock that were acquired in a private placement transaction on May 12, 2023 pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Private Placement"). |
| (2) | The purchase price per share of common stock and associated Series H Warrants, Series I Warrants, Series J Warrants and Series K Warrants in the Private Placement was $1.6327. |
| (3) | These securities are held by Osiris Investment Partners, L.P. ("Osiris"). The Reporting Person serves as the managing member of Osiris Partners, LLC, the general partner of Osiris. In such capacity, the Reporting Person may be deemed to beneficially own the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purposes. |
| (4) | The aggregate number of warrants reported in this row consists of 87,500 Series H Warrants that were acquired in the Private Placement. |
| (5) | The Series H Warrants have a term of the earlier of (i) May 15, 2028 and (ii) 20 trading days following the Company's public release of primary and secondary end points related to one year follow up study results from the Company's C-Guardians pivotal trial. |
| (6) | The aggregate number of warrants reported in this row consists of 87,500 Series I Warrants that were acquired in the Private Placement. |
| (7) | The Series I Warrants have a term of the earlier of (i) May 15, 2028 and (ii) 20 trading days following the Company's announcement of receipt of Premarket Approval (PMA) from the Food and Drug Administration ("FDA") for the CGuard Prime Carotid Stent System (135 cm). |
| (8) | The aggregate number of warrants reported in this row consists of 87,500 Series J Warrants that were acquired in the Private Placement. |
| (9) | The Series J Warrants have a term of the earlier of (i) May 15, 2028 and (ii) 20 trading days following the Company's announcement of receipt of FDA approval for the SwitchGuard transcarotid system and CGuard Prime 80 cm. |
| (10) | The aggregate number of warrants reported in this row consists of 87,500 Series K Warrants that were acquired in the Private Placement. |
| (11) | The Series K Warrants have a term of the earlier of (i) May 15, 2028 and (ii) 20 trading days following the end of the fourth fiscal quarter after the fiscal quarter in which the first commercial sales of the CGuard Carotid Stent System in the United States begin. |
Remarks:
Exhibit 24.1: Power of Attorney |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Stuka Paul
C/O INSPIREMD, INC.
4 MENORAT HAMAOR ST.
TEL AVIV, L3 6744832 | X |
|
|
|
Signatures
|
| /s/ Craig Shore, Attorney-in-Fact for Paul Stuka | | 5/16/2023 |
| **Signature of Reporting Person | Date |
| 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 control number. |
InspireMD (AMEX:NSPR)
Historical Stock Chart
From Dec 2024 to Jan 2025
InspireMD (AMEX:NSPR)
Historical Stock Chart
From Jan 2024 to Jan 2025
