Pierce Brooks H converted options into 11,657 shares and covered exercise/tax liability with 3,601 shares, increasing direct ownership by 4% to 213,003 units (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) 04/15/2024 | ||||||||||||||||||||||||||
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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 | 04/16/2024 | M | 11,657 | A | (1) | 216,604 | D | |||
| Common Stock | 04/16/2024 | F(2) | 3,601 | D | $9.07 | 213,003 | D | |||
| Common Stock | 65,294 | I | By GRAT(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 | ||||||||
| Performance Restricted Stock Units | (1) | 04/15/2024 | A | 9,092 | (4) | (4) | Common Stock | 9,092 | $0.00 | 9,092 | D | ||||
| Performance Restricted Stock Units | (1) | 04/15/2024 | A | 11,657 | (5) | (5) | Common Stock | 11,657 | $0.00 | 11,657 | D | ||||
| Performance Restricted Stock Units | (1) | 04/16/2024 | M | 11,657 | (5) | (5) | Common Stock | 11,657 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Performance restricted stock units convert into shares of common stock on a one-for-one basis. |
| 2. Represents shares withheld to satisfy tax withholding requirements for settlement of performance restricted stock units. |
| 3. Represents shares held by a grantor retained annuity trust (GRAT) with respect to which the reporting person is the trustee and sole annuitant. |
| 4. These performance restricted stock units were granted on February 14, 2023 and were conditioned on the attainment of pre-established performance criteria for 2023. The Issuer's compensation committee determined that the performance condition was attained with respect to 9,092 units, representing 46.63% of the reporting person's target award. The units remain subject to a time-based vesting schedule (vesting in one installment on December 31, 2025). |
| 5. These performance restricted stock units were part of an award granted on February 17, 2020 pursuant to the reporting person's employment agreement and were conditioned on the attainment of pre-established performance criteria for 2023. The Issuer's compensation committee determined that the performance condition was attained with respect to 11,657 units, representing 46.63% of the reporting person's target number of units. The units subsequently settled on a net share basis. |
| /s/ Carys Damon, Attorney-in-Fact | 04/17/2024 | |
| ** 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. | ||