InspireMD, Inc. — Director's Dealing 2013

Jan 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: InspireMD, Inc. (NSPR.OB)
CIK: 0001433607
Period of Report: 2013-01-09

Reporting Person: Stuka Paul (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-09	Common Stock	J	16667	—	Acquired	350001	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-18	Options to Purchase Common Stock	$3.16	A	12500	Acquired	2022-06-18	Common Stock (12500)	Direct
2011-08-08	Options to Purchase Common Stock	$7.80	A	25000	Acquired	2021-08-08	Common Stock (25000)	Direct
2011-03-31	Warrants	$7.20	P	83333	Acquired	2016-03-31	Common Stock (83333)	Indirect
2011-04-15	Warrants	$7.20	P	83333	Acquired	2016-04-15	Common Stock (83333)	Indirect

Footnotes

F1: On January 9, 2013, the Issuer delivered shares of common stock as a penalty for failure to effect the listing of the Issuer's common stock on a national securities exchange by December 31, 2012 (the "Penalty Shares") to purchasers party to that certain securities purchase agreement, dated as of March 31, 2011, by and among the Issuer and certain purchasers set forth therein, as amended (the "Purchase Agreement"). The Reporting Person received these Penalty Shares pursuant to rights it irrevocably acquired on March 31, 2011 under the Purchase Agreement. The Penalty Shares were issued for no additional consideration.

F2: These securities are held by an investment fund for which Mr. Stuka serves as managing member of the general partner. 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: 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 and to reflect the one-for-four reverse stock split that was effected by the Issuer on December 21, 2012.

F4: 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.

F5: 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.

F6: On each acquisition date, the Reporting Person acquired 166,667 shares of common stock and a five year warrant to purchase 83,333 shares of common stock at an exercise price of $7.20 for aggregate consideration of $1,000,000.