MultiSensor AI Holdings, Inc. — Director's Dealing 2024

Sep 25, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MultiSensor AI Holdings, Inc. (MSAI)
CIK: 0001863990
Period of Report: 2024-09-25

Reporting Person: FRIEDBERG DANIEL M. (Director, 10% Owner, See Footnotes)
Reporting Person: 325 Capital Master Fund LP (See Footnotes)
Reporting Person: 325 Capital GP, LLC (See Footnotes)
Reporting Person: 325 CAPITAL LLC (10% Owner, See Footnotes)
Reporting Person: Braner Michael David (10% Owner, See Footnotes)
Reporting Person: Shrivastava Anil K (10% Owner, See Footnotes)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-09-25	Common stock, $0.0001 par value per share	X	1043621	$0.0001	Acquired	1481868	Indirect
2024-09-25	Common stock, $0.0001 par value per share	X	5558818	$0.0001	Acquired	7893132	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-09-25	Pre-Funded Warrants to Purchase Common Stock	$0.0001	X	1043621	Disposed		Common stock, $0.0001 par value per share (1043621)	Indirect
2024-09-25	Pre-Funded Warrants to Purchase Common Stock	$0.0001	X	5558818	Disposed		Common stock, $0.0001 par value per share (5558818)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, $0.0001 par value per share	8969	Direct

Footnotes

F1: This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F2: Securities owned directly by 325 Master Fund. 325 Capital GP is the general partner of 325 Master Fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund.

F3: Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.

F4: The Pre-Funded Warrants do not expire.