Healthcare AI Acquisition LLC - Jun 29, 2023 Form 4 Insider Report for Healthcare AI Acquisition Corp. (HAIA)

Role: 10%+ Owner
Signature: /s/ Patrick Hargutt, as Authorized Signatory
Stock symbol: HAIA
Transactions as of: Jun 29, 2023
Transactions value $: $0
Form type: 4
Date filed: 7/5/2023, 04:30 PM
Previous filing: Jun 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HAIA	Class A ordinary shares	Conversion of derivative security		+2.11M			2.11M	Jun 29, 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HAIA	Class B ordinary shares	Conversion of derivative security		-2.11M	-100%		0	Jun 29, 2023	Class A ordinary shares	2.11M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the issuer's registration statement on Form S-1 (File No. 333-261193) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer 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 adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. On June 29, 2023, the reporting person elected to convert all 2,105,770 of its Class B ordinary shares into Class A ordinary shares.
F2	The reporting person is controlled by a five-member board of managers composed of Simon Cottle, Patrick Hargutt, Roger Priaulx, Dawn Howe and Arya Bolurfrushan. The approval of a majority of the managers is required to approve an action of the reporting person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

Content

As described in the issuer's registration statement on Form S-1 (File No. 333-261193) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer 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 adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. On June 29, 2023, the reporting person elected to convert all 2,105,770 of its Class B ordinary shares into Class A ordinary shares.

The reporting person is controlled by a five-member board of managers composed of Simon Cottle, Patrick Hargutt, Roger Priaulx, Dawn Howe and Arya Bolurfrushan. The approval of a majority of the managers is required to approve an action of the reporting person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.