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

Role
GENERAL COUNSEL
Signature
/s/ Vincent Capone
Stock symbol
RCLF
Transactions as of
Sep 11, 2023
Transactions value $
$0
Form type
4
Date filed
9/13/2023, 05:14 PM
Next filing
May 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RCLF COMMON STOCK Other +9.7K 9.7K Sep 11, 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 +61K 61K Sep 11, 2023 COMMON STOCK 61K $4.43 Direct F3, F4, F5
transaction RCLF NON-QUALIFIED STOCK OPTION Other +6.47K +10.61% 67.4K Sep 11, 2023 COMMON STOCK 6.47K $4.43 Direct F3, F4, F5
transaction RCLF INCENTIVE STOCK OPTION Other +6.01K +8.92% 73.4K Sep 11, 2023 COMMON STOCK 6.01K $4.54 Direct F3, F5, F6
transaction RCLF NON-QUALIFIED STOCK OPTION Other +12K +16.38% 85.5K Sep 11, 2023 COMMON STOCK 12K $4.54 Direct F3, F5, F6
transaction RCLF INCENTIVE STOCK OPTION Other +6.47K +7.57% 91.9K Sep 11, 2023 COMMON STOCK 6.47K $5.57 Direct F3, F5, F7
transaction RCLF NON-QUALIFIED STOCK OPTION Other +12.9K +14.07% 105K Sep 11, 2023 COMMON STOCK 12.9K $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.