Damien Lamendola - Oct 26, 2021 Form 3 Insider Report for Marpai, Inc. (MRAI)

Role
Director, 10%+ Owner
Signature
By: /s/ Damien Lamendola_____
Stock symbol
MRAI
Transactions as of
Oct 26, 2021
Transactions value $
$0
Form type
3
Date filed
11/4/2021, 04:13 PM
Next filing
Dec 16, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding MRAI Class A Common Stock 1.94M Oct 26, 2021 See footnote F1, F2
holding MRAI Class A Common Stock 3.73M Oct 26, 2021 See footnote 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 MRAI Warrants Oct 26, 2021 Class A Common Stock 364K $1.43 See footnote F2
holding MRAI Warrants Oct 26, 2021 Class A Common Stock 225K $4.00 See footnote F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement Relating to Voting Power between Co-Founders of Marpai, Inc. and Grant of a Power of Attorney and Proxy, dated June 28, 2021 (the "Power of Attorney and Proxy"), (i) HillCour Investment Fund, LLC and WellEnterprises USA, LLC (together, the "HillCour Founding Group") and (ii) Eli David, Yaron Eitan, Edmundo Gonzalez and Grays West Ventures, LLC (collectively, the "Grays Founding Group"), share voting power over a total of 7,826,531 shares of Marpai, Inc.'s Class A common stock with respect to certain specified matters. As a result of the Power of Attorney and Proxy, the HillCour Founding Group and Grays Founding Group, of which the reporting person is a member, are deemed to be a "group" under Rule 13d-5(d) of the Exchange Act.
F2 Held by HillCour Investment Fund, LLC, of which Mr. Lamendola is the Manager, and holds the voting and dispositive power over the securities held by HillCour Investment Fund, LLC.
F3 Held by WellEnterprises USA, LLC, a wholly owned subsidiary of HillCour, Inc., which is wholly owned by HillCour Holding Corporation, a corporation controlled by Mr. Lamendola. Mr. Lamendola holds the voting and dispositive power over the securities held by WellEnterprises USA, LLC.