(Name of Issuer)
|
(Title of Class of Securities)
|
(CUSIP Number)
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
(Date of Event which Requires Filing of this Statement)
|
*
|
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
1
|
NAME OF REPORTING PERSON
LANDGAME S.À R.L.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐ |
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
6,774,447 (1)
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
6,774,447 (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,774,447 (1)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.67% (2)
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1)
|
This number does not take into account shares of common stock, par value $0.0001 per share (the “Common Stock”), of Inspired Entertainment, Inc. (the “Company”) held by other stockholders
party to the Stockholders Agreement (defined below), pursuant to which such stockholders have agreed, in certain circumstances, to vote for Landgame’s designees to the board of directors of the Company.
|
(2)
|
The percentage set forth in row (13) is based on (i) 21,494,513 outstanding shares of Common Stock on February 4, 2019, as disclosed in the
Company’s Transition Report on Form 10-Q, filed with the Securities and Exchange Commission on February 11, 2019 and (ii) 1,323,558 shares of Common Stock issued by the Company pursuant to the “earn-out” provisions of the Share Sale
Agreement attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2016 (the “Share
Sale Agreement”).
|
1
|
NAME OF REPORTING PERSON
VITRUVIAN I LUXEMBOURG S.À R.L.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐ |
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
6,774,447 (1)
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
6,774,447 (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,774,447 (1)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.67% (2)
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1)
|
This number does not take into account shares of Common Stock held by other stockholders party to the Stockholders Agreement, pursuant to
which such stockholders have agreed, in certain circumstances, to vote for Landgame’s designees to the board of directors of the Company.
|
(2)
|
The percentage set forth in row (13) is based on (i) 21,494,513 outstanding shares of Common Stock on February 4, 2019, as disclosed in
the Company’s Transition Report on Form 10-Q, filed with the Securities and Exchange Commission on February 11, 2019 and (ii) 1,323,558 shares of Common Stock issued by the Company pursuant to the “earn-out” provisions of the
Share Sale Agreement.
|
1
|
NAME OF REPORTING PERSON
VIP I A L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐ |
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,990,149 (1)
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
3,990,149 (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,990,149 (1)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.49% (2)
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
(1)
|
This number does not take into account shares of Common Stock held by other stockholders party to the Stockholders Agreement, pursuant to
which such stockholders have agreed, in certain circumstances, to vote for Landgame’s designees to the board of directors of the Company.
|
(2)
|
The percentage set forth in row (13) is based on (i) 21,494,513 outstanding shares of Common Stock on February 4, 2019, as disclosed in
the Company’s Transition Report on Form 10-Q, filed with the Securities and Exchange Commission on February 11, 2019 and (ii) 1,323,558 shares of Common Stock issued by the Company pursuant to the “earn-out” provisions of the
Share Sale Agreement.
|
1
|
NAME OF REPORTING PERSON
VIP I B L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐ |
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
1,436,183 (1)
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
1,436,183 (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,436,183 (1)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.29% (2)
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
(1)
|
This number does not take into account shares of Common Stock held by other stockholders party to the Stockholders Agreement, pursuant to
which such stockholders have agreed, in certain circumstances, to vote for Landgame’s designees to the board of directors of the Company.
|
(2)
|
The percentage set forth in row (13) is based on (i) 21,494,513 outstanding shares of Common Stock on February 4, 2019, as disclosed in
the Company’s Transition Report on Form 10-Q, filed with the Securities and Exchange Commission on February 11, 2019 and (ii) 1,323,558 shares of Common Stock issued by the Company pursuant to the “earn-out” provisions of the
Share Sale Agreement.
|
1
|
NAME OF REPORTING PERSON
VIP I NOMINEES LIMITED
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐ |
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
6,774,447 (1)
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
6,774,447 (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,774,447 (1)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.67% (2)
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1)
|
This number does not take into account shares of Common Stock held by other stockholders party to the Stockholders Agreement, pursuant to
which such stockholders have agreed, in certain circumstances, to vote for Landgame’s designees to the board of directors of the Company.
|
(2)
|
The percentage set forth in row (13) is based on (i) 21,494,513 outstanding shares of Common Stock on February 4, 2019, as disclosed in
the Company’s Transition Report on Form 10-Q, filed with the Securities and Exchange Commission on February 11, 2019 and (ii) 1,323,558 shares of Common Stock issued by the Company pursuant to the “earn-out” provisions of the
Share Sale Agreement.
|
1
|
NAME OF REPORTING PERSON
VITRUVIAN PARTNERS LLP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐ |
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
6,774,447 (1)
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
6,774,447 (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,774,447 (1)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.67% (2)
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1)
|
This number does not take into account shares of Common Stock held by other stockholders party to the Stockholders Agreement, pursuant to
which such stockholders have agreed, in certain circumstances, to vote for Landgame’s designees to the board of directors of the Company.
|
(2)
|
The percentage set forth in row (13) is based on (i) 21,494,513 outstanding shares of Common Stock on February 4, 2019, as disclosed in
the Company’s Transition Report on Form 10-Q, filed with the Securities and Exchange Commission on February 11, 2019 and (ii) 1,323,558 shares of Common Stock issued by the Company pursuant to the “earn-out” provisions of the
Share Sale Agreement.
|
Dated: March 27 2019
|
Landgame S.à r.l.
|
|
By:
|
/s/ Gael Sausy |
|
Name:
|
Gael Sausy |
|
Title:
|
Authorized Signatory |
|
Vitruvian I Luxembourg S.à r.l.
|
||
By:
|
/s/ Gael Sausy | |
Name:
|
Gael Sausy | |
Title:
|
Authorized Signatory | |
VIP I Nominees Limited
|
||
By: Vitruvian Partners LLP, its director
|
||
By:
|
/s/ Philip-Moritz Russmeyer |
|
Name:
|
Philip-Moritz Russmeyer | |
Title:
|
Partner |
|
VIP I A L.P.
|
||
By: Vitruvian Partners LLP, its general partner
|
||
By:
|
/s/ Philip-Moritz Russmeyer | |
Name:
|
Philip-Moritz Russmeyer | |
Title:
|
Partner | |
VIP I B L.P.
|
||
By: Vitruvian Partners LLP, its general partner
|
||
By:
|
/s/ Philip-Moritz Russmeyer | |
Name:
|
Philip-Moritz Russmeyer | |
Title:
|
Partner | |
Vitruvian Partners LLP
|
||
By:
|
/s/ Philip-Moritz Russmeyer | |
Name:
|
Philip-Moritz Russmeyer | |
Title:
|
Partner |