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

Role
CHIEF FINANCIAL OFFICER
Signature
/s/ Nils Wilder
Stock symbol
RCLF
Transactions as of
Sep 11, 2023
Transactions value $
$0
Form type
4
Date filed
9/13/2023, 05:23 PM

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 +97K 97K Sep 11, 2023 COMMON STOCK 97K $5.26 Direct F1, F2, F3
transaction RCLF INCENTIVE STOCK OPTION Other +12.9K +13.33% 110K Sep 11, 2023 COMMON STOCK 12.9K $4.54 Direct F1, F3, F4
transaction RCLF NON-QUALIFIED STOCK OPTION Other +6.47K +5.88% 116K Sep 11, 2023 COMMON STOCK 6.47K $4.54 Direct F1, F3, F4
* 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 These options vest and become exercisable as follows: 33% of the stock options vested on 12/17/2022; 33% vest on 12/17/2023; and the remainder vest on 12/17/2024.
F3 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.
F4 These options vest and become exercisable as follows: 33% of the stock options vest on 4/13/2024; 33% vest on 4/13/2025; and the remainder vest on 4/13/2026.