InspireMD, Inc. — Director's Dealing 2013

Apr 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: InspireMD, Inc. (NSPR)
CIK: 0001433607
Period of Report: 2013-04-16

Reporting Person: Stuka Paul (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-16	Common Stock	P	250000	$2.00	Acquired	600001	Indirect
2013-04-16	Common Stock	J	141408	—	Acquired	741409	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options to Purchase Common Stock	$3.16	2022-06-08	Common Stock (12500)	12500	Direct
Options to Purchase Common Stock	$7.80	2021-08-08	Common Stock (25000)	25000	Direct
Warrants	$7.20	2016-03-31	Common Stock (83333)	83333	Indirect
Warrants	$7.20	2016-04-15	Common Stock (83333)	83333	Indirect

Footnotes

F1: In connection with the underwritten public offering of the Issuer's common stock on April 16, 2013 (the "Offering"), Osiris Investment Partners, L.P. ("Osiris") purchased 250,000 shares of common stock at the offering price of $2.00 per share.

F2: These securities are held by Osiris. Mr. Stuka serves as the managing member of Osiris Partners, LLC, the general partner of Osiris. In such capacity, Mr. Stuka may be deemed to beneficially own the reported securities. Mr. Stuka 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.

F3: On April 16, 2013, as a result of the Issuer issuing certain shares of common stock at a purchase price of $2.00 per share and warrants to purchase common stock at an exercise price of $3.00 per share, the Reporting Person received these shares of common stock (the "Penalty Shares") pursuant to rights it irrevocably acquired on March 31, 2011 under a securities purchase agreement with the Issuer that provided for the issuance of additional shares of common stock to the Reporting Person in the event the Issuer issued shares of common stock at a price below $6.00 per share or common stock equivalents pursuant to which shares of common stock may be acquired at a price per share below $6.00. The Penalty Shares were issued for no additional consideration.

F4: These transactions or holdings were previously reported by the Reporting Person. They are being reported in this Form 4 to note the Reporting Person's comprehensive holdings.

F5: The option is exercisable in three equal annual installments. The first installment becomes exercisable on June 18, 2013, the second installment becomes exercisable on June 18, 2014 and the third installment becomes exercisable on June 18, 2015, provided that Mr. Stuka is providing services to the Issuer or its subsidiaries or affiliates on the applicable vesting date.

F6: The option is exercisable in three equal annual installments. The first installment became exercisable on August 8, 2012, the second installment becomes exercisable on August 8, 2013 and the third installment becomes exercisable on August 8, 2014, provided that Mr. Stuka is providing services to the Issuer or its subsidiaries or affiliates on the applicable vesting date.