InspireMD, Inc. — Director's Dealing 2016

Jan 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: InspireMD, Inc. (NSPR)
CIK: 0001433607
Period of Report: 2016-01-26

Reporting Person: Shore Craig (CFO AND CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-26	Common Stock	A	1	—	Acquired	15362	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-26	Options (right to buy)	$49.29	D	9131	Disposed	2021-02-27	Common Stock (9131)	Direct
2016-01-26	Options (right to buy)	$31.60	D	7500	Disposed	2022-05-25	Common Stock (7500)	Direct
2016-01-26	Options (right to buy)	$31.00	D	7700	Disposed	2024-01-29	Common Stock (7700)	Direct
2016-01-26	Options (right to buy)	$29.70	D	9667	Disposed	2024-01-31	Common Stock (9667)	Direct
2016-01-26	Options (right to buy)	$29.50	D	2500	Disposed	2023-05-03	Common Stock (2500)	Direct
2016-01-26	Options (right to buy)	$7.20	D	7852	Disposed	2025-01-26	Common Stock (7852)	Direct

Footnotes

F1: On January 26, 2016, the Issuer and the Reporting Person entered into that certain Option Cancellation and Release Agreement, pursuant to which the parties agreed to the cancellation of certain stock options previously granted to the Reporting Person in exchange for one (1) share of common stock as consideration.

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

F3: This option was previously reported as covering 365,223 shares at an exercise price of $1.232 per share, but was adjusted to reflect the 1-for-4 reverse stock split that occurred on December 21, 2012 and the 1-for-10 reverse stock split that occurred on October 1, 2015.

F4: This option vested in three equal annual installments that began on November 24, 2010.

F5: This option was previously reported as covering 300,000 shares at an exercise price of $0.8 per share, but was adjusted to reflect the 1-for-4 reverse stock split that occurred on December 21, 2012 and the 1-for-10 reverse stock split that occurred on October 1, 2015.

F6: This option vested in three equal annual installments beginning on May 25, 2013.

F7: This option was previously reported as covering 77,000 shares at an exercise price of $3.1 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.

F8: This option is exercisable in three equal annual installments, with 1/3 becoming exercisable on each of January 29, 2015, January 29, 2016 and January 29, 2017, subject to the Reporting Person's "continued service" with the Issuer, as such term is defined in the Issuer's Amended and Restated 2011 Umbrella Option Plan.

F9: This option was previously reported as covering 96,670 shares at an exercise price of $2.97 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.

F10: This option is exercisable in three equal annual installments, with 1/3 becoming exercisable on each of January 31, 2015, January 31, 2016 and January 31, 2017, subject to the Reporting Person's continued service.

F11: This option was previously reported as covering 25,000 shares at an exercise price of $2.95 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.

F12: This option vests in three equal annual installments, with 1/3 becoming exercisable on each of May 3, 2014, May 3, 2015 and May 3, 2016, subject to the Reporting Person's "continued service" with the Issuer, as such term is defined in the Issuer's Amended and Restated 2011 Umbrella Option Plan.

F13: This option was previously reported as covering 78,515 shares at an exercise price of $0.72 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.

F14: This option would have vested in three equal annual installments, with 1/3 becoming exercisable on each of January 26, 2016, January 26, 2017 and January 26, 2018, subject to the Reporting Person's continued service.