SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Stuka Paul

(Last)

(First)

(Middle)

C/O INSPIREMD, INC.

4 MENORAT HAMAOR ST.

(Street)

TEL AVIV

6744832

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
InspireMD, Inc. [ NSPR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/12/2023		P		175,000⁽¹⁾	A	$1.6327⁽²⁾	248,534	I	See footnote⁽³⁾
Common Stock								42,320	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series H Warrants to purchase Common Stock	$1.3827	05/12/2023		P		87,500⁽⁴⁾		05/15/2023	⁽⁵⁾	Common Stock	87,500	$1.6327⁽²⁾	87,500	I	See footnote⁽³⁾
Series I Warrants to purchase Common Stock	$1.3827	05/12/2023		P		87,500⁽⁶⁾		05/15/2023	⁽⁷⁾	Common Stock	87,500	$1.6327⁽²⁾	87,500	I	See footnote⁽³⁾
Series J Warrants to purchase Common Stock	$1.3827	05/12/2023		P		87,500⁽⁸⁾		05/15/2023	⁽⁹⁾	Common Stock	87,500	$1.6327⁽²⁾	87,500	I	See footnote⁽³⁾
Series K Warrants to purchase Common Stock	$1.3827	05/12/2023		P		87,500⁽¹⁰⁾		05/15/2023	⁽¹¹⁾	Common Stock	87,500	$1.6327⁽²⁾	87,500	I	See footnote⁽³⁾

Explanation of Responses:

1. The shares of common stock reported in this row represent shares of restricted stock that were acquired in a private placement transaction on May 12, 2023 pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Private Placement").

2. The purchase price per share of common stock and associated Series H Warrants, Series I Warrants, Series J Warrants and Series K Warrants in the Private Placement was $1.6327.

3. 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.

4. The aggregate number of warrants reported in this row consists of 87,500 Series H Warrants that were acquired in the Private Placement.

5. The Series H Warrants have a term of the earlier of (i) May 15, 2028 and (ii) 20 trading days following the Company's public release of primary and secondary end points related to one year follow up study results from the Company's C-Guardians pivotal trial.

6. The aggregate number of warrants reported in this row consists of 87,500 Series I Warrants that were acquired in the Private Placement.

7. The Series I Warrants have a term of the earlier of (i) May 15, 2028 and (ii) 20 trading days following the Company's announcement of receipt of Premarket Approval (PMA) from the Food and Drug Administration ("FDA") for the CGuard Prime Carotid Stent System (135 cm).

8. The aggregate number of warrants reported in this row consists of 87,500 Series J Warrants that were acquired in the Private Placement.

9. The Series J Warrants have a term of the earlier of (i) May 15, 2028 and (ii) 20 trading days following the Company's announcement of receipt of FDA approval for the SwitchGuard transcarotid system and CGuard Prime 80 cm.

10. The aggregate number of warrants reported in this row consists of 87,500 Series K Warrants that were acquired in the Private Placement.

11. The Series K Warrants have a term of the earlier of (i) May 15, 2028 and (ii) 20 trading days following the end of the fourth fiscal quarter after the fiscal quarter in which the first commercial sales of the CGuard Carotid Stent System in the United States begin.

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Craig Shore, Attorney-in-Fact for Paul Stuka	05/16/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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