Form 4 Inspired Entertainment, For: Nov 23 Filed by: WEIL A LORNE

November 26, 2021 7:17 PM EST

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Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
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 *

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Inspired Entertainment, Inc. [ INSE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
4. 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 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
Common Stock 11/23/2021   M (1)   2,050,000 A $ 11.5 2,192,447 D  
Common Stock 11/23/2021   F (2)   1,580,836 D (2) 611,611 D  
Common Stock 11/23/2021   M (1)   1,834,615 A $ 11.5 2,310,923 I See Footnote (3)
Common Stock 11/23/2021   F (2)   1,414,744 D (2) 896,179 I See Footnote (3)
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
Warrants (right to buy) $ 5.75 11/23/2021   M     4,100,000 01/22/2017 12/23/2021 Common Stock 2,050,000 $ 0 0 D  
Warrants (right to buy) $ 5.75 11/23/2021   M     3,669,230 01/22/2017 12/23/2021 Common Stock 1,834,615 $ 0 0 I See Footnote (3)
Explanation of Responses:
1. Reflects the exercise of warrants on a cashless basis pursuant to the Warrant Agreement, dated as of October 24, 2014, by and between the Issuer and Continental Stock Transfer & Trust Company (the "Warrant Agreement"), with each warrant exercisable for one-half share of the Issuer's common stock ("Common Stock") at a price of $5.75 per half share ($11.50 per whole share).
2. The number of shares issuable upon cashless exercise of the warrants was determined in accordance with Section 3.3.1(c) of the Warrant Agreement by dividing (x) the product of the number of shares of Common Stock underlying the warrants multiplied by the difference between $11.50 and the Fair Market Value by (y) the Fair Market Value. The Fair Market Value, as defined, was determined based on the average last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date of exercise (November 23, 2021) which was $14.913. The balance of the shares underlying the warrants were withheld by the Issuer to cover the exercise price of the warrants.
3. Represents shares held by Hydra Industries Sponsor LLC (the "Hydra Sponsor"). Mr. Weil is the managing member of the Hydra Sponsor, whose membership interests are owned by Mr. Weil and Mr. Weil's children or trusts for their benefit. Mr. Weil has sole voting and dispositive power over the securities held by the Hydra Sponsor. Mr. Weil disclaims beneficial ownership over any securities owned by the Hydra Sponsor in which he does not have any pecuniary interest.
/s/Carys Damon, Attorney-in-Fact 11/26/2021
** 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.

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