Franklin S. Edmonds Jr. - Sep 11, 2023 Form 4 Insider Report for Rosecliff Acquisition Corp I (RCLF)

Role
Director
Signature
/s/ Michael Murphy, as attorney-in-fact for Franklin S. Edmonds, Jr.
Stock symbol
RCLF
Transactions as of
Sep 11, 2023
Transactions value $
$0
Form type
4
Date filed
9/13/2023, 12:46 PM
Previous filing
Nov 9, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RCLF Common Stock Options Exercise $0 +20K $0.00 20K Sep 11, 2023 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 RCLF Class B Common Stock Options Exercise $0 -20K -100% $0.00* 0 Sep 11, 2023 Class A Common Stock 20K Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Franklin S. Edmonds Jr. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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, the Issuer consummated its initial 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 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.