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

Reporting relationship: CHIEF EXECUTIVE OFFICER, Director
Issuer ticker: MDAI
Reported as of: 11 Sep 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 13 Sep 2023, 17:20:21 UTC
Source filing: View source filing
Reporting owner signature: /s/ Wensheng Fan

Key filing fact

Wensheng Fan filed Form 4 for Spectral AI, Inc. (MDAI) on 13 Sep 2023.

Key facts

This page summarizes Wensheng Fan's Form 4 filing for Spectral AI, Inc. (MDAI).
9 reported transactions and 8 derivative rows are listed below.
Accepted by SEC: 13 Sep 2023, 17:20.

Change

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

RCLF transaction

COMMON STOCK

Other

Transaction value
Shares: +145,489
Change %
Price
Shares after: 145,489
Date: 11 Sep 2023
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

RCLF transaction Derivative

INCENTIVE STOCK OPTION

Other

Transaction value
Shares: +872,938
Change %
Price
Shares after: 872,938
Date: 11 Sep 2023
Ownership: Direct
Underlying class: COMMON STOCK
Underlying amount: 872,938
Exercise price: $1.03
Footnotes: F3, F4, F5

RCLF transaction Derivative

INCENTIVE STOCK OPTION

Other

Transaction value
Shares: +261,881
Change %: +30%
Price
Shares after: 1,134,819
Date: 11 Sep 2023
Ownership: Direct
Underlying class: COMMON STOCK
Underlying amount: 261,881
Exercise price: $2.17
Footnotes: F3, F5, F6

RCLF transaction Derivative

INCENTIVE STOCK OPTION

Other

Transaction value
Shares: +87,293
Change %: +7.7%
Price
Shares after: 1,222,112
Date: 11 Sep 2023
Ownership: Direct
Underlying class: COMMON STOCK
Underlying amount: 87,293
Exercise price: $2.17
Footnotes: F3, F5, F6

RCLF transaction Derivative

INCENTIVE STOCK OPTION

Other

Transaction value
Shares: +342,192
Change %: +28%
Price
Shares after: 1,564,304
Date: 11 Sep 2023
Ownership: Direct
Underlying class: COMMON STOCK
Underlying amount: 342,192
Exercise price: $2.17
Footnotes: F3, F5, F7

RCLF transaction Derivative

INCENTIVE STOCK OPTION

Other

Transaction value
Shares: +9,699
Change %: +0.62%
Price
Shares after: 1,574,003
Date: 11 Sep 2023
Ownership: Direct
Underlying class: COMMON STOCK
Underlying amount: 9,699
Exercise price: $5.47
Footnotes: F3, F5, F8

RCLF transaction Derivative

INCENTIVE STOCK OPTION

Other

Transaction value
Shares: +77,594
Change %: +4.9%
Price
Shares after: 1,651,597
Date: 11 Sep 2023
Ownership: Direct
Underlying class: COMMON STOCK
Underlying amount: 77,594
Exercise price: $4.95
Footnotes: F3, F5, F9

RCLF transaction Derivative

INCENTIVE STOCK OPTION

Other

Transaction value
Shares: +22,043
Change %: +1.3%
Price
Shares after: 1,673,640
Date: 11 Sep 2023
Ownership: Direct
Underlying class: COMMON STOCK
Underlying amount: 22,043
Exercise price: $4.54
Footnotes: F3, F5, F10

RCLF transaction Derivative

NON-QUALIFIED STOCK OPTION

Other

Transaction value
Shares: +66,704
Change %: +4%
Price
Shares after: 1,740,344
Date: 11 Sep 2023
Ownership: Direct
Underlying class: COMMON STOCK
Underlying amount: 66,704
Exercise price: $4.54
Footnotes: F3, F5, F10

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 10 footnotes

Footnote 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").

Footnote F2

The Reporting Person received these shares of Common Stock in connection with the Closing for no additional consideration.

Footnote 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).

Footnote F4

These options are fully vested and exercisable.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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