Vincent S. Capone - 11 Sep 2023 Form 4 Insider Report for Spectral AI, Inc. (MDAI)

Role: GENERAL COUNSEL
Signature: /s/ Vincent Capone
Issuer symbol: MDAI
Transactions as of: 11 Sep 2023
Net transactions value: $0
Form type: 4
Filing time: 13 Sep 2023, 17:14:45 UTC
Next filing: 13 May 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RCLF	COMMON STOCK	Other		+9,699			9,699	11 Sep 2023	Direct	F1, F2

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	INCENTIVE STOCK OPTION	Other		+60,955			60,955	11 Sep 2023	COMMON STOCK	60,955	$4.43	Direct	F3, F4, F5
transaction	RCLF	NON-QUALIFIED STOCK OPTION	Other		+6,466	+11%		67,421	11 Sep 2023	COMMON STOCK	6,466	$4.43	Direct	F3, F4, F5
transaction	RCLF	INCENTIVE STOCK OPTION	Other		+6,013	+8.9%		73,434	11 Sep 2023	COMMON STOCK	6,013	$4.54	Direct	F3, F5, F6
transaction	RCLF	NON-QUALIFIED STOCK OPTION	Other		+12,027	+16%		85,461	11 Sep 2023	COMMON STOCK	12,027	$4.54	Direct	F3, F5, F6
transaction	RCLF	INCENTIVE STOCK OPTION	Other		+6,466	+7.6%		91,927	11 Sep 2023	COMMON STOCK	6,466	$5.57	Direct	F3, F5, F7
transaction	RCLF	NON-QUALIFIED STOCK OPTION	Other		+12,932	+14%		104,859	11 Sep 2023	COMMON STOCK	12,932	$5.57	Direct	F3, F5, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On September 11, 2023, Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp. I (the "Issuer") and Spectral MD Holdings Ltd ("Spectral") consummated the business combination (the "Business Combination") pursuant to that certain business combination agreement, dated April 11, 2023 (as amended, the "Business Combination Agreement"). In connection with the closing of the Business Combination (the "Closing"), each 10.31 shares of common stock of Spectral outstanding immediately prior to the Closing were exchanged for one share of common stock of the Issuer, par value $0.0001 (the "Common Stock").
F2	The Reporting Person received these shares of Common Stock in connection with the Closing for no additional consideration.
F3	In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options).
F4	These options vest and become exercisable as follows: 33 % of the options vested on 5/6/2023, 33% vest on 5/6/2024, and the remainder vest on 6/5/2025.
F5	The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.
F6	These options vest and become exercisable as follows: 33% of the options vest on 4/13/2024, 33% vest on 4/13/2025, and the remainder vest on 4/13/2026.
F7	These options vest and become exercisable as follows: 33% of the options vest on 6/29/2024, 33% vest on 6/29/2/205, and the remainder vest on 6/25/2026.