Amended Statement of Beneficial Ownership (sc 13d/a)
December 16 2020 - 10:10AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE
COMMISSION
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Washington, D.C.
20549
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SCHEDULE 13D
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Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
INSPIRED ENTERTAINMENT,
INC.
(Name of
Issuer)
Common Stock, Par Value
$0.0001 Per Share
(Title of Class of
Securities)
(CUSIP
Number)
Luke L. Alvarez
c/o Spindle Limited
23 Portland House
Glacis Road
GX11 1AA
Gibraltar
+350 2000 1763
with a copy
to:
David Rivera
CMS (Nominees)
Limited
Cannon Place
78 Cannon Street
London EC4N 6AF
United Kingdom
+44 20 7524
6685
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which
Requires Filing of this Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
* The remainder of this cover
page shall be filled out for a reporting person's initial filing on
this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information
required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 45782N108
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1.
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Names of Reporting
Persons Luke L. Alvarez
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2.
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Check the Appropriate Box if a Member of
a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions) OO
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5.
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Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of
Organization United Kingdom
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power 928,363
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
928,363
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10.
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Shared Dispositive
Power
0
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11.
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Aggregate Amount Beneficially Owned by
Each Reporting Person
928,363
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12.
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Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in
Row (11)
4.0%
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14.
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Type of Reporting Person (See
Instructions)
IN
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2
Item
1.
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Security and
Issuer
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This Amendment No. 1
(“Amendment”) amends the statement on Schedule 13D filed on
December 21, 2017 (the “Original Schedule 13D” and as
amended hereby, the “Schedule 13D”) with respect to the
shares of common stock, par value $0.0001 per share (the “Common
Stock”), of Inspired Entertainment, Inc., a corporation formed
under the laws of Delaware (the “Issuer”), whose principal
executive offices are located at 250 West 57th Street, Suite 415,
New York, New York 10107. Except as set forth herein, this
Amendment does not supplement, restate or amend any of the other
information disclosed in the Original Schedule 13D. Items not
supplemented or amended are omitted from this Amendment.
Capitalized terms used and not defined in this Amendment have the
meanings set forth in the Original Schedule 13D.
On March 25, 2019,
the Reporting Person ceased to be the beneficial owner of five
percent (5%) or more of the Common Stock as a result of the Issuer issuing shares
of Common Stock to a third party. The filing of this Amendment
represents the final amendment to the Original Schedule 13D and
constitutes an “exit filing” for the Reporting Person.
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Item
2.
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Identity and
Background
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The description
contained herein amends and restates in its entirety Item 2 in the
Original Schedule 13D.
This statement is being
filed by Luke L. Alvarez (the “Reporting Person”). The
Reporting Person is a citizen of the United Kingdom and a resident
of Gibraltar. The Reporting Person is the former chief executive
officer and president, and a former director, of the Issuer who
departed from the Issuer in May 2018.
The Reporting Person is
currently employed as a consultant with an investment advisor,
Spindle Limited. The principal office and business address of the
Reporting Person is c/o Spindle Limited, 23 Portland House, Glacis
Road, GX11 1AA, Gibraltar.
During the last five
years, the Reporting Person: (i) has not been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) and (ii) was not a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
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Item
3.
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Source
and Amount of Funds or Other Consideration
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The description
contained herein amends and restates in its entirety Item 3 in the
Original Schedule 13D.
The Reporting
Person holds (i) 461,795 restricted shares of Common Stock which were
granted to the Reporting Person pursuant to the Inspired
Entertainment, Inc. 2016 Long-Term Incentive Plan, (ii) 315,848
vested shares which were granted to the Reporting Person pursuant
to the Inspired Entertainment, Inc. 2016 Long-Term Incentive Plan;
and (iii) 150,720 shares of Common Stock, which the Reporting
Person subscribed for at a price of $10.00 per share.
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Item
5.
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Interest in Securities of the
Issuer
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The description
contained herein amends and restates in its entirety Item 5 in the
Original Schedule 13D.
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The percentages used in
this Item and in the rest of the Schedule 13D are calculated based
upon an aggregate of 23,029,492 shares of Common Stock outstanding
as of November 10, 2020, as reported in the Issuer’s Quarterly
Report on Form 10-Q for the quarterly period ended September 30,
2020, filed on November 12, 2020.
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(a) As of the date of
this Amendment, the Reporting Person beneficially owns 928,363
shares of Common Stock representing 4.0% of the Company’s issued
and outstanding Common Stock.
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(b) The number of
shares of Common Stock as to which the Reporting Person
has:
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Sole power to vote or
direct the vote
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928,363
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Shared power to vote or
direct the vote
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0
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Sole power to dispose
or direct the disposition
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928,363
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Shared power to dispose
or direct the disposition
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0
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(c) There have been no
transactions in the class of securities reported on that were
effected within the past sixty days.
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(d) Not
applicable.
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(e) On March 25, 2019,
the Reporting Person ceased to be the beneficial owner of five
percent (5%) or more of the Common Stock as a result of the Issuer
issuing shares of Common Stock to a third party. The filing of this
Amendment represents the final amendment to the Original Schedule
13D and constitutes an “exit filing” for the Reporting
Person.
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3
Signature
After reasonable
inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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December 16,
2020
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Date
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/s/ Luke L.
Alvarez
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Signature
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Luke L.
Alvarez
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Name/Title
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ATTENTION
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Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18
U.S.C. 1001).
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