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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Bar Eli   2. Issuer Name and Ticker or Trading Symbol InspireMD, Inc. [NSPR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CTO InspireMD Ltd. (Last) (First) (Middle) C/O INSPIREMD, INC., 4 MENORAT HAMAOR 3. Date of Earliest Transaction (Month/Day/Year) 06/01/2011 (Street) TEL AVIV, L3 67448 4. If Amendment, Date 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 (City) (State) (Zip) 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 10/17/2012   M   243,481 A $ 0.001 243,481 D   Common Stock 10/17/2012   M   365,224 A $ 0.001 608,705 D   Common Stock 10/17/2012   M   456,530 A $ 0.001 1,065,235 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options to Purchase Common Stock

$ 2.75

06/01/2011

A

200,000

(1)

05/23/2016

Common Stock

200,000

$ 0

200,000

D

Options to Purchase Common Stock

$ 2.75

08/31/2011

D(2)

200,000

(1)

05/23/2016

Common Stock

200,000

$ 0

0

D

Options to Purchase Common Stock

$ 1.93

08/31/2011

A(2)

200,000

(1)

05/23/2016

Common Stock

200,000

$ 0

200,000

D

Options to Purchase Common Stock

$ 0.001

10/17/2012

M

243,481

03/31/2011

10/28/2016

Common Stock

243,481

$ 0

0

D

Options to Purchase Common Stock

$ 0.001

10/17/2012

M

365,224

03/31/2011

12/29/2016

Common Stock

365,224

$ 0

0

D

Options to Purchase Common Stock

$ 0.001

10/17/2012

M

456,530

(3)

07/22/2020

Common Stock

0

$ 0

152,177

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Bar Eli C/O INSPIREMD, INC. 4 MENORAT HAMAOR TEL AVIV, L3 67448			CTO InspireMD Ltd.

Signatures

/s/ Eli Bar		11/09/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This option vests annually, with 1/3 vesting on May 23, 2012, May 23, 2013 and May 23, 2014.
(2)	The two reported transactions involved a cancellation of an outstanding option and the grant of a replacement option.
(3)	This represents the vested portion of an option to purchase 608,707 shares of common stock granted in July 2010 which vests quarterly over three years, commencing with the quarter in which it was granted.

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