Gary Eugene Strahan - Mar 31, 2024 Form 4 Insider Report for MultiSensor AI Holdings, Inc. (MSAI)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Stephen Karl Guidry, Attorney-in-Fact
Stock symbol
MSAI
Transactions as of
Mar 31, 2024
Transactions value $
-$1,000,000
Form type
4
Date filed
4/8/2024, 04:01 PM
Previous filing
Apr 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MSAI Common Stock Conversion of derivative security +205K +205.08% 305K Mar 31, 2024 By Trust F1, F2
holding MSAI Common Stock 6.02M Mar 31, 2024 Direct

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 -$1M $0 Mar 31, 2024 Common Stock 100K $10.00 By Trust F2, F3
transaction MSAI Convertible Promissory Note Award $1M $1M Mar 31, 2024 Common Stock 205K $5.00 By Trust F2, F3
transaction MSAI Convertible Promissory Note Conversion of derivative security -$1M $0 Mar 31, 2024 Common Stock 205K $5.00 By Trust F1, F2
* 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 Trust (defined below) acquired 205,079 shares of Common Stock from the Issuer pursuant to the conversion of a promissory note with an aggregate principal balance of $1,000,000. The conversion was structured to comply with the provisions of Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended. Mr. Strahan disclaims beneficial ownership of the securities held by the Trust except to the extent of his pecuniary interest therein, if any. The promissory note 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.
F2 Represents shares held by the Jill A. Blashack Revocable Trust U/A May 8, 2004, as amended and restated (the "Trust"), of which Jill A. Blashack Strahan, the wife of Gary Strahan, is trustee.
F3 Represents an amendment to the exercise price of the convertible promissory note.

Remarks:

* On April 2, 2024, the Reporting Person filed a Form 4 that inadvertently contained typographical errors as to the spelling of the name of the Trust (as defined below) and its trustee. This Form 4 is being filed solely to correct such typographical errors.