David Gow - Mar 31, 2024 Form 4 Insider Report for MultiSensor AI Holdings, Inc. (MSAI)

Role
Director
Signature
/s/ David Gow
Stock symbol
MSAI
Transactions as of
Mar 31, 2024
Transactions value $
-$200,000
Form type
4
Date filed
4/2/2024, 09:49 PM
Previous filing
Apr 2, 2024
Next filing
Jun 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MSAI Common Stock Conversion of derivative security +41K +7.65% 577K Mar 31, 2024 Direct F1, F2
transaction MSAI Common Stock Award +60.1K +10.41% 637K Mar 31, 2024 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 MSAI Convertible Promissory Note Disposed to Issuer -$200K $0 Mar 31, 2024 Common Stock 20K $10.00 Direct F3
transaction MSAI Convertible Promissory Note Award $200K $200K Mar 31, 2024 Common Stock 41K $5.00 Direct F3
transaction MSAI Convertible Promissory Note Conversion of derivative security -$200K $0 Mar 31, 2024 Common Stock 41K $5.00 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 31, 2024, the Reporting Person acquired 101,076 shares of Common Stock from the Issuer pursuant to the conversion of two promissory notes with an aggregate principal balance of $400,000. The conversion was structured to comply with the provisions of Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended. A promissory note with a principal amount of $200,000 converted into shares of common stock at a price of $5.00 per share for the outstanding principal amount, and $10.00 per share for the accrued but unpaid interest. The remaining promissory note with a principal amount of $200,000 converted at a price of $3.33 per share, and such note was non-interest bearing.
F2 Includes 63,466 shares received as a liquidating distribution from SportsMap, LLC ("Sponsor"). In prior reports, the reporting person reported beneficial ownership of 100,000 shares of Issuer's common stock held by Sponsor, and 19,609 shares held by Gow Media, LLC. Gow Media, LLC subsequently waived its right to its shares previously reported, which were then included in Sponsor's liquidating distribution to its members.
F3 Represents an amendment to the exercise price of the convertible promissory note.