Capone Vincent S. 4

Accession 0001213900-23-076414

CIK 0001833498other

View on SEC.gov Company Profile

Filed

Sep 12, 8:00 PM ET

Accepted

Sep 13, 5:14 PM ET

Size

19.5 KB

Accession

0001213900-23-076414

Insider Transaction Report

Form 4

Period: 2023-09-11

Spectral AI, Inc.MDAI

Capone Vincent S.

CFO and General Counsel

Transactions

Other
NON-QUALIFIED STOCK OPTION
2023-09-11+6,466→ 67,421 total
Exercise: $4.43Exp: 2032-05-06→ COMMON STOCK (6,466 underlying)
Other
INCENTIVE STOCK OPTION
2023-09-11+6,466→ 91,927 total
Exercise: $5.57Exp: 2033-06-29→ COMMON STOCK (6,466 underlying)
Other
COMMON STOCK
2023-09-11+9,699→ 9,699 total
Other
INCENTIVE STOCK OPTION
2023-09-11+60,955→ 60,955 total
Exercise: $4.43Exp: 2032-05-06→ COMMON STOCK (60,955 underlying)
Other
NON-QUALIFIED STOCK OPTION
2023-09-11+12,027→ 85,461 total
Exercise: $4.54Exp: 2033-04-13→ COMMON STOCK (12,027 underlying)
Other
NON-QUALIFIED STOCK OPTION
2023-09-11+12,932→ 104,859 total
Exercise: $5.57Exp: 2033-06-29→ COMMON STOCK (12,932 underlying)
Other
INCENTIVE STOCK OPTION
2023-09-11+6,013→ 73,434 total
Exercise: $4.54Exp: 2033-04-13→ COMMON STOCK (6,013 underlying)

Footnotes (7)

[F1]On September 11, 2023, Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp. I (the "Issuer") and Spectral MD Holdings Ltd ("Spectral") consummated the business combination (the "Business Combination") pursuant to that certain business combination agreement, dated April 11, 2023 (as amended, the "Business Combination Agreement"). In connection with the closing of the Business Combination (the "Closing"), each 10.31 shares of common stock of Spectral outstanding immediately prior to the Closing were exchanged for one share of common stock of the Issuer, par value $0.0001 (the "Common Stock").
[F2]The Reporting Person received these shares of Common Stock in connection with the Closing for no additional consideration.
[F3]In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options).
[F4]These options vest and become exercisable as follows: 33 % of the options vested on 5/6/2023, 33% vest on 5/6/2024, and the remainder vest on 6/5/2025.
[F5]The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.
[F6]These options vest and become exercisable as follows: 33% of the options vest on 4/13/2024, 33% vest on 4/13/2025, and the remainder vest on 4/13/2026.
[F7]These options vest and become exercisable as follows: 33% of the options vest on 6/29/2024, 33% vest on 6/29/2/205, and the remainder vest on 6/25/2026.

Documents

1 file

4
ownership.xmlPrimary

Issuer

Spectral AI, Inc.

CIK 0001833498

→

Entity typeother

Related Parties

filerCIK 0001992121

Filing Metadata

Form type: 4
Filed: Sep 12, 8:00 PM ET
Accepted: Sep 13, 5:14 PM ET
Size: 19.5 KB

View on SEC.gov