Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Barry James J
  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
__X__ Officer (give title below) _____ Other (specify below)
Executive VP and COO
(Last)
(First)
(Middle)
C/O INSPIREMD, INC., 321 COLUMBUS AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2015
(Street)

BOSTON, MA 02116
4. If Amendment, Date Original Filed(Month/Day/Year)
12/07/2015
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 05/01/2015   D   10,562 (1) (2) D $ 0 27,715 (2) D  
Common Stock 11/30/2015   F   1,625 (3) D $ 2.7 26,090 (4) 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Barry James J
C/O INSPIREMD, INC.
321 COLUMBUS AVENUE
BOSTON, MA 02116
  X     Executive VP and COO  

Signatures

 /s/ James J. Barry   01/26/2016
**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) These shares were omitted from the Reporting Person's original Form 4 filed on December 7, 2015. Represents cancellation of certain shares of restricted stock award upon the termination of the base salary modification, pursuant to which the Reporting Person was granted shares of restricted stock award on January 26, 2015 in lieu of 50% of his base salary in cash payments until as set forth in the Amendment Number Two to Employment Agreement, dated February 22, 2015.
(2) Reflects a 1-for-10 reverse stock split effected October 1, 2015.
(3) Represents shares of restricted stock withheld to pay the Reporting Person's tax withholding obligations incurred in connection with the vesting of 5,000 shares of restricted stock on November 30, 2015.
(4) These shares were previously reported as 381,148 shares but were adjusted to reflect the cancellation of shares of restricted stock award previously omitted from the Reporting Person's original Form 4 filed on December 7, 2015 and the 1-for-10 reverse stock split that was effected on October 1, 2015.

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