0001144204-16-141627.txt : 20161228 0001144204-16-141627.hdr.sgml : 20161228 20161228215704 ACCESSION NUMBER: 0001144204-16-141627 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161223 FILED AS OF DATE: 20161228 DATE AS OF CHANGE: 20161228 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Inspired Entertainment, Inc. CENTRAL INDEX KEY: 0001615063 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 471025534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 250 WEST 57TH STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10107 BUSINESS PHONE: 212-520-6607 MAIL ADDRESS: STREET 1: 250 WEST 57TH STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10107 FORMER COMPANY: FORMER CONFORMED NAME: Hydra Industries Acquisition Corp. DATE OF NAME CHANGE: 20140728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hydra Industries Sponsor LLC CENTRAL INDEX KEY: 0001622289 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36689 FILM NUMBER: 162073456 BUSINESS ADDRESS: STREET 1: 250 WEST 57TH STREET, SUITE #2223 CITY: NEW YORK CITY STATE: NY ZIP: 10107 BUSINESS PHONE: (646) 565-3861 MAIL ADDRESS: STREET 1: 250 WEST 57TH STREET, SUITE #2223 CITY: NEW YORK CITY STATE: NY ZIP: 10107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WEIL A LORNE CENTRAL INDEX KEY: 0000921873 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36689 FILM NUMBER: 162073457 MAIL ADDRESS: STREET 1: C/O HYDRA INDUSTRIES ACQUISITION CORP STREET 2: 250 WEST 57TH STREET, SUITE #2223 CITY: NEW YORK STATE: NY ZIP: 10107 4 1 v455847_4.xml OWNERSHIP DOCUMENT X0306 4 2016-12-23 0 0001615063 Inspired Entertainment, Inc. INSE 0000921873 WEIL A LORNE 250 WEST 57TH STREET NEW YORK NY 10107 1 1 1 0 Executive Chairman 0001622289 Hydra Industries Sponsor LLC 250 WEST 57TH STREET NEW YORK CITY NY 10107 0 0 1 0 Common Stock 2016-12-23 4 J 0 710000 0.00 D 476308 I See Footnote Warrant 5.75 2016-12-23 4 A 0 4200000 0.50 A 2017-01-22 2021-12-23 Common Stock 0.5 4200000 D Warrant 5.75 2016-12-23 4 J 0 3500000 0.00 A 2017-01-22 2021-12-23 Common Stock 0.5 3500000 I See Footnote Warrant 5.75 2016-12-23 4 A 0 1079230 0.50 A 2017-01-22 2021-12-23 Common Stock 0.5 4579230 I See Footnote Warrant 5.75 2016-12-23 4 J 0 910000 0.00 D 2017-01-22 2021-12-23 Common Stock 0.5 3669230 I See Footnote As an inducement to the agreement of certain institutional and accredited investors (the "Purchasers") to purchase shares of Inspired Entertainment, Inc., formerly known as Hydra Industries Acquisition Corp. (the "Issuer"), from public stockholders in advance of the Issuer's proposed business combination, Hydra Industries Sponsor LLC (the "Sponsor") agreed to transfer 710,000 shares of founder common stock and 910,000 private placement warrants to the Purchasers following the closing of such business combination. The shares and warrants owned indirectly are held by the Sponsor and are beneficially owned by A. Lorne Weil, who has sole voting and dispositive power over the shares held by the Sponsor. Mr. Weil, B. Luke Weil, a son of Mr. Weil, and trusts owned by Mr. Weil's children, B. Luke Weil, Nicholas Weil, Francesca Weil, and Alexander Weil, own all of the membership interests in the Sponsor. Mr. Weil may be deemed the beneficial owner of the securities held by the Sponsor and has sole voting and dispositive control over such securities. Mr. Weil disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest. In connection with the Issuer's IPO on October 24, 2014, Mr. Weil acquired 4,200,000 warrants, for an aggregate purchase price of $2,100,000, that could only become eligible for exercise upon consummation of the Issuer's initial business combination. Since the exercise of the warrants was contingent upon the closing of the business combination, these warrants were not reported at the time of acquisition. The acquisition is being reported now in connection with the Issuer's consummation of a business combination on December 23, 2016. In connection with the inducement referenced in Footnote 1, MIHI LLC, an initial sponsor of the Issuer's IPO, agreed to transfer 3,500,000 private placement warrants to the Sponsor. In order to preserve the Issuer's liquidity, the Sponsor agreed to accept repayment from the Issuer for $539,615.20 payable upon consummation of the business combination in the form of warrants, at a price of $0.50 per warrant. The exercise price of the warrants is $5.75 per half share. Warrants may only be exercised for whole shares (2 warrants at $11.50 per share). /s/ A. Lorne Weil 2016-12-28 /s/ A. Lorne Weil, Member of Hydra Industries Sponsor LLC 2016-12-28