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: MILINAZZO ALAN (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-26	Common Stock	A	1	—	Acquired	175145	Direct
2016-01-26	Common Stock	F	14378	$0.56	Disposed	160767	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-26	Options (right to buy)	$40.50	D	60001	Disposed	2023-01-03	Common Stock (60001)	Direct
2016-01-26	Options (right to buy)	$31.00	D	8633	Disposed	2024-01-29	Common Stock (8633)	Direct
2016-01-26	Options (right to buy)	$29.70	D	31335	Disposed	2024-01-31	Common Stock (31335)	Direct
2016-01-26	Options (right to buy)	$20.50	D	29745	Disposed	2023-04-25	Common Stock (29745)	Direct
2016-01-26	Options (right to buy)	$7.20	D	5300	Disposed	2025-01-26	Common Stock (5300)	Direct
2016-01-26	Options (right to buy)	$7.20	D	25474	Disposed	2025-01-26	Common Stock (25474)	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 38,087 shares of restricted stock on January 26, 2016.

F3: This option was previously reported as covering 600,000 shares at an exercise price of $4.05 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.

F4: This option vested monthly, with 1/36 vesting each month until January 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.

F5: This option was previously reported as covering 86,325 shares at an exercise price of $3.10 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.

F6: This option would have vested 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.

F7: This option was previously reported as covering 313,350 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.

F8: This option would have vested 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 with the Issuer.

F9: This option was previously reported as covering 297,447 shares at an exercise price of $2.05 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015.

F10: This option would have vested in three equal annual installments, with 1/3 becoming exercisable on each of April 25, 2014, April 25, 2015 and April 25, 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.

F11: This option was previously reported as covering 52,999 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.

F12: 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.

F13: This option was previously reported as covering 254,737 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.