InspireMD, Inc. — Director's Dealing 2013

May 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: InspireMD, Inc. (NSPR)
CIK: 0001433607
Period of Report: 2013-05-09

Reporting Person: BARER SOL J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-09	Options to Purchase Common Stock	$2.75	A	100000	Acquired	2023-05-09	Common Stock (100000)	Direct
2013-05-10	Options to Purchase Common Stock	$7.80	A	181250	Acquired	2021-11-16	Common Stock (181250)	Direct

Footnotes

F1: The option is exercisable in three equal annual installments. The first installment becomes exercisable on May 9, 2014, the second installment becomes exercisable on May 9, 2015 and the third installment becomes exercisable on May 9, 2016, provided that Dr. Barer is providing services to the Issuer or its subsidiaries or affiliates on the applicable vesting date.

F2: On November 16, 2011, Dr. Barer was granted an option to purchase 181,250 shares of common stock (the "November 2011 Option," with such number of shares reflecting a one-for-four reverse stock split of the common stock that occurred on December 21, 2012) that was to vest in full upon the Issuer receiving research coverage from at least two investment banks that ranked in the top twenty investment banks in terms of underwritings as of their most recently completed fiscal year.(continued in Footnote 3)

F3: (continued from Footnote 2) On May 8, 2013, the Issuer received research coverage from a second investment bank that ranked in the top twenty investment banks in terms of life science underwritings as of its most recently completed fiscal year, after already receiving research coverage from one such other investment bank. On May 10, 2013, the compensation committee of the Issuer determined that the vesting requirement set forth in the nonqualified stock option agreement between the Issuer and Dr. Barer was satisfied and that the November 2011 Option should vest immediately.