InspireMD, Inc. — Director's Dealing 2016

Mar 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: InspireMD, Inc. (NSPR)
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	1667	—	Acquired	138689	Indirect
2013-12-20	Common Stock	J	326	—	Acquired	139015	Indirect
2014-05-08	Common Stock	J	926	—	Acquired	139941	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 April 18, 2011 under the Purchase Agreement. The Penalty Shares were issued for no additional consideration.

F2: Reflects a 1-for-10 reverse stock split effected October 1, 2015.

F3: The total amount of shares shown in Column 5 on Table I includes one (1) share omitted from the prior reports due to the rounding error.

F4: 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.

F5: On December 20, 2013, as a result of the Issuer granting certain options to purchase shares of common stock at exercise prices of $2.12 to $2.97 per share (without giving effect to the reverse stock split described in footnote (2) above), the Reporting Person received these shares of common stock (the "December Ratchet Shares") pursuant to rights it irrevocably acquired on each March 31, 2011 and April 18, 2011 under the 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 (without giving effect to the reverse stock split described in footnote (2) above) or common stock equivalents pursuant to which shares of common stock may be acquired at a price per share below $6.00 (without giving effect to the reverse stock split described in footnote (2) above). The December Ratchet Shares were issued for no additional consideration.

F6: On May 8, 2014, as a result of the Issuer granting certain options to purchase shares of common stock at exercise prices of $0 to $3.23 per share (without giving effect to the reverse stock split described in footnote (2) above), the Reporting Person received these shares of common stock (the " May Ratchet Shares") pursuant to rights it irrevocably acquired on each March 31, 2011 and April 18, 2011 under the 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 (without giving effect to the reverse stock split described in footnote (2) above) or common stock equivalents pursuant to which shares of common stock may be acquired at a price per share below $6.00 (without giving effect to the reverse stock split described in footnote (2) above). The May Ratchet Shares were issued for no additional consideration.