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: Barry James J (Director, Executive VP and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-26	Common Stock	A	1	—	Acquired	26091	Direct
2016-01-26	Common Stock	F	3448	$0.56	Disposed	22643	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-26	Options (right to buy)	$78.00	D	2500	Disposed	2022-01-30	Common Stock (2500)	Direct
2016-01-26	Options (right to buy)	$31.60	D	1250	Disposed	2022-06-18	Common Stock (1250)	Direct
2016-01-26	Options (right to buy)	$31.00	D	5000	Disposed	2024-01-29	Common Stock (5000)	Direct
2016-01-26	Options (right to buy)	$27.50	D	10000	Disposed	2023-05-09	Common Stock (10000)	Direct
2016-01-26	Options (right to buy)	$26.10	D	45001	Disposed	2024-07-14	Common Stock (45001)	Direct
2016-01-26	Options (right to buy)	$7.20	D	3926	Disposed	2025-01-26	Common Stock (3926)	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: Represents shares of restricted stock withheld to pay the Reporting Person's tax withholding obligations incurred in connection with the vesting of 9,230 shares of restricted stock on January 26, 2016.

F3: This option was previously reported as covering 100,000 shares at an exercise price of $1.95 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 became exercisable in three equal annual installments. The first installment became exercisable on January 30, 2013, the second installment became exercisable on January 30, 2014 and the third installment became exercisable on January 30, 2015.

F5: This option was previously reported as covering 50,000 shares at an exercise price of $0.79 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 became exercisable in three equal annual installments. The first installment became exercisable on June 18, 2013, the second installment became exercisable on June 18, 2014 and the third installment became exercisable on June 18, 2015.

F7: This option was previously reported as covering 50,000 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. The first installment became exercisable on January 29, 2015, the second installment would have become exercisable on January 29, 2016 and the third installment would have become exercisable on January 29, 2017, provided that the Reporting Person is providing services to the Issuer or its subsidiaries or affiliates on January 29, 2016, and January 29, 2017, as applicable.

F9: This option was previously reported as covering 100,000 shares at an exercise price of $2.75 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. The first installment became exercisable on May 9, 2014, the second installment became exercisable on May 9, 2015 and the third installment would have become exercisable on May 9, 2016, provided that the Reporting Person is providing services to the Issuer or its subsidiaries or affiliates on May 9, 2016.

F11: This option was previously reported as covering 450,000 shares at an exercise price of $2.61 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.

F12: This option would have vested in three equal annual installments, with 1/3 becoming exercisable on each of July 14, 2015, July 14, 2016 and July 14, 2017, subject to the Reporting Person's continued service with the Issuer on July 14, 2016 and July 14, 2017, as applicable.

F13: This option was previously reported as covering 39,257 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.