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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/01/2019 | 3. Issuer Name and Ticker or Trading Symbol Inspired Entertainment, Inc. [ INSE ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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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 | 1,749 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Restricted Stock Units | (1) | (1) | Common Stock | 6,601 | (2) | D | |
Restricted Stock Units | (3) | (3) | Common Stock | 25,000 | (2) | D | |
Restricted Stock Units | (4) | (4) | Common Stock | 27,535 | (2) | D | |
Performance Restricted Stock Units | (5) | (5) | Common Stock | 8,855 | (5) | D |
Explanation of Responses: |
1. These restricted stock units ("RSUs") vest in two equal installments upon achievement of the minimum price performance target applicable to each installment (i.e., $15.00 and $17.50, respectively) based on the average closing prices for the Issuer's common stock for a period of at least thirty (30) consecutive trading days and provided the award's minimum service requirements are met. If a specified price threshold for an installment is not met by December 23, 2021, the unvested RSUs would expire. |
2. Each RSU represents a contingent right to receive one share of common stock at settlement. |
3. These RSUs vest in one installment on May 1, 2020, or earlier in the event of a transformational M&A transaction, a change in control or the holder's death, disability or termination without cause subject to the terms and conditions of an award agreement with the Issuer. Settlement of vested RSUs would not occur until the holder's services with the Issuer terminate or in the event of her death or disability, or upon a change in control. |
4. These RSUs vest in three equal installments on each of December 31, 2019, December 31, 2020 and December 31, 2021. |
5. These performance RSUs are conditioned on attainment of pre-established performance criteria for 2019 and the number of RSUs shown reflect the target award. 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, 2021). |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney |
/s/ Carys Damon | 09/11/2019 | |
** 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. | ||
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. |