Edmonds Franklin S. Jr. 4
4 · Rosecliff Acquisition Corp I · Filed Sep 13, 2023
Insider Transaction Report
Form 4
Edmonds Franklin S. Jr.
Director
Transactions
- Exercise/Conversion
Class B Common Stock
2023-09-11−20,000→ 0 total→ Class A Common Stock (20,000 underlying) - Exercise/Conversion
Common Stock
2023-09-11+20,000→ 20,000 total
Footnotes (2)
- [F1]Pursuant to that certain Business Combination Agreement, dated as of April 11, 2023, by and among the Issuer, Ghost Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Ghost Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer, and Spectral MD Holdings, Ltd., a Delaware corporation, the Issuer consummated its initial business combination on September 11, 2023, whereby, among other things, each share of the Issuer's Class B common stock was converted into one share of the Issuer's Class A common stock, which was redesignated as common stock.
- [F2]Shares of the Issuer's Class B common stock were automatically convertible into shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and had no expiration date.