Scott R. Ward Form 3 InspireMD / Scott R. Ward ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ward Scott R.

(Last) (First) (Middle)

C/O INSPIREMD, INC.

6303 WATERFORD DISTRICT DRIVE, SUITE 215

(Street)

MAIMI FL 33126

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/25/2024

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	43,548(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to purchase common stock (right to buy)	(2)	11/25/2034	Common Stock	16,647	2.94	D

Explanation of Responses:

1. These shares of common stock represent shares of restricted stock, which vest and become exercisable on November 25, 2025, subject to the Reporting Person's continued service, provided that in the event that the Reporting Person is either (i) not reelected as a director at the Company's 2025 annual meeting of stockholders, or (ii) not nominated for reelection as a director at the Company's 2025 annual meeting of stockholders, any unvested shares of restricted stock will vest in full and become exercisable on the date of the decision not to reelect or nominate him (as applicable).

2. The options vest and become exercisable on November 25, 2025, subject to the Reporting Person's continued service, provided that in the event that the Reporting Person is either (i) not reelected as a director at the Company's 2025 annual meeting of stockholders, or (ii) not nominated for reelection as a director at the Company's 2025 annual meeting of stockholders, any unvested options will vest in full and become exercisable on the date of the decision not to reelect or nominate him (as applicable).

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Craig Shore, Attorney-in-Fact	11/27/2024
	** 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 5 (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.
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