Daniel M. Friedberg - Jul 1, 2024 Form 3 Insider Report for MultiSensor AI Holdings, Inc. (MSAI)

Role
Other*, 10%+ Owner
Signature
/s/ Daniel M. Friedberg
Stock symbol
MSAI
Transactions as of
Jul 1, 2024
Transactions value $
$0
Form type
3
Date filed
7/8/2024, 04:33 PM
Previous filing
Aug 18, 2023
Next filing
Aug 14, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding MSAI Common stock, $0.0001 par value per share 438K Jul 1, 2024 By: 325 Capital Master Fund LP F1, F2
holding MSAI Common stock, $0.0001 par value per share 2.33M Jul 1, 2024 By: 325 Capital LLC F1, F3

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
holding MSAI Pre-Funded Warrants to Purchase Common Stock Jul 1, 2024 Common stock, $0.0001 par value per share 1.04M $0.00 By: 325 Capital Master Fund LP F1, F2, F4
holding MSAI Pre-Funded Warrants to Purchase Common Stock Jul 1, 2024 Common stock, $0.0001 par value per share 5.56M $0.00 By: 325 Capital LLC F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 3 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F2 Securities owned directly by 325 Master Fund. 325 Capital GP is the general partner of 325 Master Fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund.
F3 Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.
F4 The Pre-Funded Warrants are not exercisable unless or until approved by the Company's stockholders. The Pre-Funded Warrants do not expire.

Remarks:

Mr. Friedberg, a managing member of 325, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Friedberg) may be deemed a director by deputization by virtue of its or his representation on the Board of Directors of the Issuer.