Executive Chairman Weil A Lorne received a gift of 493,015 shares and gifted 493,015 shares (SEC Form 4)
$INSE
Computer Software: Prepackaged Software
Technology
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Inspired Entertainment, Inc. [ INSE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/28/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/28/2024 | G(1) | 493,015 | D | $0 | 0 | I | By Spouse | ||
| Common Stock | 06/28/2024 | G(1) | 493,015 | A | $0 | 493,015 | I | By LLC(1) | ||
| Common Stock | 298,727(2) | D | ||||||||
| Common Stock | 522,771(3) | I | By Trusts(3) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (4) | 06/28/2024 | G(5) | 926,272 | (6) | (6) | Common Stock | 926,272 | $0 | 926,272 | I | By LLC(5) | |||
| Performance Restricted Stock Units | (4) | 06/28/2024 | G(5) | 187,500 | (7) | (7) | Common Stock | 187,500 | $0 | 187,500 | I | By LLC(5) | |||
| Stock Price Restricted Stock Units | (4) | 06/28/2024 | G(5) | 397,500 | (8) | (8) | Common Stock | 397,500 | $0 | 397,500 | I | By LLC(5) | |||
| Restricted Stock Units | (4) | 06/28/2024 | G(5) | 165,000 | (9) | (9) | Common Stock | 165,000 | $0 | 165,000 | I | By LLC(5) | |||
| Restricted Stock Units | (4) | 06/28/2024 | G(5) | 8,373 | (10) | (10) | Common Stock | 8,373 | $0 | 8,373 | I | By LLC(5) | |||
| Performance Restricted Stock Units | (4) | 06/28/2024 | G(5) | 25,117 | (11) | (11) | Common Stock | 25,117 | $0 | 25,117 | I | By LLC(5) | |||
| Restricted Stock Units | (4) | 06/28/2024 | G(5) | 16,719 | (12) | (12) | Common Stock | 16,719 | $0 | 16,719 | I | By LLC(5) | |||
| Performance Restricted Stock Units | (4) | 06/28/2024 | G(5) | 11,693 | (13) | (13) | Common Stock | 11,693 | $0 | 11,693 | I | By LLC(5) | |||
| Performance Restricted Stock Units | (4) | 06/28/2024 | G(5) | 125,000 | (14) | (14) | Common Stock | 125,000 | $0 | 125,000 | I | By LLC(5) | |||
| Stock Price Restricted Stock Units | (4) | 06/28/2024 | G(5) | 125,000 | (15) | (15) | Common Stock | 125,000 | $0 | 125,000 | I | By LLC(5) | |||
| Restricted Stock Units | (4) | 06/28/2024 | G(5) | 40,000 | (16) | (16) | Common Stock | 40,000 | $0 | 40,000 | I | By LLC(5) | |||
| Performance Restricted Stock Units | (4) | 06/28/2024 | G(5) | 40,000 | (17) | (17) | Common Stock | 40,000 | $0 | 40,000 | I | By LLC(5) | |||
| Explanation of Responses: |
| 1. Represents gift for estate planning purposes by the reporting person's spouse. The membership interests of the LLC that holds the securities (Angele Delaware Investments LLC) are owned by a trust for the benefit of the reporting person's children and other beneficiaries including the reporting person. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| 2. The balance shown reflects 298,727 shares transferred to the reporting person as a pro-rata distribution in June 2024 from Hydra Industries Sponsor LLC (an entity owned by the reporting person and his children or trusts for their benefit), which changed his beneficial ownership with respect to the shares from indirect to direct ownership. Hydra Industries Sponsor LLC no longer holds any securities of the Issuer. |
| 3. The balance shown reflects 522,771 shares transferred to trusts for the benefit of the reporting person's children (as described in footnote 2) in June 2024 from Hydra Industries Sponsor LLC in accordance with their pro-rata ownership interests in the LLC. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| 4. Restricted stock units convert into shares of common stock on a one-for-one basis. |
| 5. Represents gift for estate planning purposes by the reporting person of all of his holdings of restricted stock units. The membership interests of the LLC that holds the securities (Hydralex Holdings LLC) are owned by trusts for the benefit of the reporting person's children and other beneficiaries including the reporting person. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| 6. These restricted stock units were granted to the reporting person on December 21, 2017. The units vested on December 31, 2019. |
| 7. These performance restricted stock units were granted to the reporting person on May 11, 2021 conditioned on the attainment of pre-established performance criteria for the years 2022 to 2024. Two of the three tranches covered by the award are vested (the tranches for 2022 and 2023). The remaining tranche (in the amount of 62,500 target units) is conditioned on attainment of pre-established performance criteria for 2024. |
| 8. These stock price restricted stock units were granted to the reporting person on May 11, 2021 conditioned on the attainment of stock price targets (80,000 units at $6.25, 85,000 units at $8.25, 135,000 units at $15.00, 50,000 units at $17.50 and 47,500 units at $20.00). The first three price targets have been met. |
| 9. These restricted stock units were granted to the reporting person on May 11, 2021. The first tranche vested on December 31, 2023 and the balance (85,000 units) is scheduled to vest on December 31, 2024. |
| 10. These restricted stock units were granted to the reporting person on February 14, 2022. The remaining installment is scheduled to vest on December 31, 2024. |
| 11. These performance restricted stock units were granted to the reporting person on February 14, 2022 and were conditioned on the attainment of pre-established performance criteria for 2022. The units remain subject to a time-based vesting schedule (vesting in one installment on December 31, 2024). |
| 12. These restricted stock units were granted to the reporting person on February 14, 2023. The remaining installments are scheduled to vest in two equal increments on December 31, 2024 and December 31, 2025. |
| 13. These performance restricted stock units were granted to the reporting person on February 14, 2023 and were conditioned on the attainment of pre-established performance criteria for 2023. The units remain subject to a time-based vesting schedule (vesting in one installment on December 31, 2025). |
| 14. These performance restricted stock units were granted to the reporting person on May 9, 2023 conditioned on the attainment of pre-established performance criteria for the years 2025 to 2027 (approximately 41,666 target units per year). |
| 15. These stock price restricted stock units were granted to the reporting person on May 9, 2023 conditioned on the attainment of stock price targets (four increments of 31,250 units at each of $15.00, $17.50, $20.00 and $22.50). The first price target has been met. |
| 16. These restricted stock units were granted to the reporting person on March 8, 2024. The units are scheduled to vest in three equal installments on each of December 31, 2024, December 31, 2025 and December 31, 2026. |
| 17. These performance restricted stock units were granted to the reporting person on March 8, 2024. The units are conditioned on attainment of pre-established performance criteria for 2024. Depending on the level of performance attained, 0% to 200% of the units would be eligible to vest and be subject to a time-based vesting schedule (vesting in one installment on December 31, 2026). |
| /s/ A. Lorne Weil | 07/02/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||