SEC Form 4
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 |
| |||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Inspired Entertainment, Inc. [ INSE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 06/21/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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(1) | (2) | 06/21/2021 | D(1) | 85,000 | (3) | (3) | Common Stock | 85,000 | $0.00 | 165,000 | D | ||||
Performance Restricted Stock Units(1) | (2) | 06/21/2021 | D(1) | V | 62,500 | (4) | (4) | Common Stock | 62,500 | $0.00 | 187,500 | D | |||
Stock Price Restricted Stock Units(1) | (2) | 06/21/2021 | A(1) | 147,500 | (5) | (5) | Common Stock | 147,500 | $0.00 | 397,500 | D |
Explanation of Responses: |
1. Special sign-on equity awards were initially reported on a Form 4 on May 12, 2021 and this Form 4 reflects modifications to those awards as a result of an amendment dated June 21, 2021 to Mr. Weil's employment agreement with the Issuer dated October 9, 2020 (the "Modification"). In accordance with the Modification, a portion of the awards reflected in the prior Form 4 (85,000 restricted stock units and 62,500 performance restricted stock units) (an aggregate of 147,500 units) were converted to stock price restricted stock units as of June 21, 2021. The units were granted under the Issuer's 2021 Omnibus Incentive Plan ("2021 Plan") and are subject to deferred settlement such that units that satisfy applicable vesting conditions would not settle until termination of Mr. Weil's services or, if earlier, upon a change in control as specified in the 2021 Plan. |
2. Each unit represents a contingent right to receive one share of common stock at settlement. |
3. In accordance with the Modification, reflects the cancellation of 85,000 restricted stock units originally granted on May 11, 2021. The remaining units covered by the award are scheduled to vest in two installments: 80,000 units on December 31, 2023 and 85,000 units on December 31, 2024. |
4. In accordance with the Modification, reflects the cancellation of 62,500 performance restricted stock units originally granted on May 11, 2021. The remaining units covered by the award are conditioned on attainment of pre-established performance criteria for the years 2022 through 2024. |
5. In accordance with the Modification, reflects the issuance of 147,500 stock price restricted stock units subject to the following price targets -- 50,000 units at $15.00, 50,000 units at $17.50 and 47,500 units at $20.00. Such units are incremental to the 250,000 stock price restricted stock units originally granted on May 11, 2021 subject to the following price targets - 80,000 units at $6.25 (such target has been met), 85,000 units at $8.25 (such target has been met) and 85,000 units at $15.00. |
/s/ Carys Damon, Attorney-in-Fact | 06/23/2021 | |
** 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. |