Rosecliff Acquisition Sponsor I LLC - Sep 11, 2023 Form 4 Insider Report for Rosecliff Acquisition Corp I (RCLF)

Role
Director
Signature
/s/ Michael Murphy, as the Managing Member of Rosecliff Credit Opportunity Fund I GP, LLC, the General Partner of Rosecliff Credit Opportunity Fund I, L.P.
Stock symbol
RCLF
Transactions as of
Sep 11, 2023
Transactions value $
$0
Form type
4
Date filed
9/13/2023, 12:44 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RCLF Common Stock Options Exercise $0 +815K $0.00 815K Sep 11, 2023 Direct F1, F2
transaction RCLF Common Stock Award $0 +33.3K +4.09% $0.00 848K Sep 11, 2023 Direct F2, 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
transaction RCLF Class B Common Stock Options Exercise $0 -815K -100% $0.00* 0 Sep 11, 2023 Class A Common Stock 815K Direct F1, F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to that certain Business Combination Agreement, dated as of April 11, 2023, by and among the Issuer, Ghost Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Ghost Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer, and Spectral MD Holdings, Ltd., a Delaware corporation ("Spectral"), the Issuer consummated its initial business combination (the "Business Combination") on September 11, 2023, whereby, among other things, each share of the Issuer's Class B common stock was converted into one share of the Issuer's Class A common stock, which was redesignated as common stock.
F2 Rosecliff Acquisition Sponsor I LLC ("Sponsor") is the record holder of the securities reported herein. Rosecliff Credit Opportunity Fund I, L.P. ("RSO") is the managing member of Sponsor. Rosecliff Credit Opportunity Fund I GP, LLC ("Fund") is the general partner of RSO. Michael Murphy is the managing member of Fund. As a result of the foregoing, Mr. Murphy may be deemed to beneficially own the securities held by Sponsor. Mr. Murphy disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F3 Reflects 33,333 shares of the Issuer's Class A common stock issued by the Issuer to Sponsor in settlement of $310,000 in administrative services fees owed by the Issuer to Sponsor.
F4 Shares of the Issuer's Class B common stock were automatically convertible into shares of the Issuer's Class A common stock 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 certain adjustments, and had no expiration date.
F5 Pursuant to that certain Sponsor Letter Agreement, dated April 11, 2023, by and among the Issuer, Sponsor and Spectral, Sponsor forfeited 5,380,000 shares of Class B common stock to the Issuer for no consideration immediately prior to the Business Combination.

Remarks:

Mr. Murphy serves on the board of directors of the issuer and serves as its Chief Executive Officer. On the basis of the relationship between the Sponsor and Mr. Murphy, the Sponsor may be deemed a director by deputization with respect to the issuer for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended.