FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Arnold Kathryn
2. Issuer Name and Ticker or Trading Symbol

InspireMD, Inc. [ NSPR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

1136 CHESTNUT AVE.
3. Date of Earliest Transaction (MM/DD/YYYY)

5/10/2021
(Street)

WILMETTE, IL 60091
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 (1)5/10/2021  A  10536 (1)A$0 10536 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option to Purchase Common Stock (2)$4.74 5/10/2021  A   3512     (2)5/10/2031 Common Stock 3512 $0 3512 D  

Explanation of Responses:
(1) The shares of common stock reported in this row represent shares of restricted stock, which vest and become exercisable in three equal annual installments, with 1/3 vesting on each of May 10, 2022, May 10, 2023 and May 10, 2024, subject to the Reporting Person's continued service.
(2) The options reported in this row vest and become exercisable in three equal installments, with 1/3 vesting on each of May 10, 2022, May 10, 2023 and May 10, 2024, subject to the Reporting Person's continued service.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Arnold Kathryn
1136 CHESTNUT AVE.
WILMETTE, IL 60091
X



Signatures
/s/ Craig Shore, Attorney-in-Fact for Kathryn Arnold5/12/2021
**Signature of Reporting PersonDate

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