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

Role
CHIEF EXECUTIVE OFFICER, Director
Signature
/s/ Wensheng Fan
Stock symbol
RCLF
Transactions as of
Sep 11, 2023
Transactions value $
$0
Form type
4
Date filed
9/13/2023, 05:20 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RCLF COMMON STOCK Other +145K 145K 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 +873K 873K Sep 11, 2023 COMMON STOCK 873K $1.03 Direct F3, F4, F5
transaction RCLF INCENTIVE STOCK OPTION Other +262K +30% 1.13M Sep 11, 2023 COMMON STOCK 262K $2.17 Direct F3, F5, F6
transaction RCLF INCENTIVE STOCK OPTION Other +87.3K +7.69% 1.22M Sep 11, 2023 COMMON STOCK 87.3K $2.17 Direct F3, F5, F6
transaction RCLF INCENTIVE STOCK OPTION Other +342K +28% 1.56M Sep 11, 2023 COMMON STOCK 342K $2.17 Direct F3, F5, F7
transaction RCLF INCENTIVE STOCK OPTION Other +9.7K +0.62% 1.57M Sep 11, 2023 COMMON STOCK 9.7K $5.47 Direct F3, F5, F8
transaction RCLF INCENTIVE STOCK OPTION Other +77.6K +4.93% 1.65M Sep 11, 2023 COMMON STOCK 77.6K $4.95 Direct F3, F5, F9
transaction RCLF INCENTIVE STOCK OPTION Other +22K +1.33% 1.67M Sep 11, 2023 COMMON STOCK 22K $4.54 Direct F3, F5, F10
transaction RCLF NON-QUALIFIED STOCK OPTION Other +66.7K +3.99% 1.74M Sep 11, 2023 COMMON STOCK 66.7K $4.54 Direct F3, F5, F10
* 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 are fully vested and exercisable.
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: 25% of the stock options vested on 6/25/2021, 25% vested on 6/25/2022, 25% vested on 6/25/2023, and the remainder vest on 6/25/2024.
F7 These options vest and become exercisable as follows: 33% of the stock options vested on 1/15/2022, 33% vested on 1/15/2023, and the remainder vest on 1/15/2024.
F8 These options vest and become exercisable as follows: 33% of the stock options vested on 10/08/2022, 33% vest on 10/8/2023, and the remainder vest on 10/08/2024.
F9 These options vest and become exercisable as follows: 33% of the stock options vested on 02/03/2023, 33% vest on 02/03/2024, and the remainder vest on 02/03/2025.
F10 These options vest and become exercisable as follows: 33% of the stock options vest on 04/13/2024, 33% vest on 4/13/2025, and the remainder vest on 04/13/202