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

Apr 8, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MultiSensor AI Holdings, Inc. (MSAI)
CIK: 0001863990
Period of Report: 2024-03-31

Reporting Person: Strahan Gary Eugene (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-31	Common Stock	C	205079	—	Acquired	305079	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-31	Convertible Promissory Note	$10	D		Disposed	2026-12-19	Common Stock (100000)	Indirect
2024-03-31	Convertible Promissory Note	$5	A		Acquired	2026-12-19	Common Stock (205079)	Indirect
2024-03-31	Convertible Promissory Note	$5	C		Disposed	2026-12-19	Common Stock (205079)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6015938	Direct

Footnotes

F1: On March 31, 2024, the Trust (defined below) acquired 205,079 shares of Common Stock from the Issuer pursuant to the conversion of a promissory note with an aggregate principal balance of $1,000,000. The conversion was structured to comply with the provisions of Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended. Mr. Strahan disclaims beneficial ownership of the securities held by the Trust except to the extent of his pecuniary interest therein, if any. The promissory note converted into shares of common stock at a price of $5.00 per share for the outstanding principal amount, and $10.00 per share for the accrued but unpaid interest.

F2: Represents shares held by the Jill A. Blashack Revocable Trust U/A May 8, 2004, as amended and restated (the "Trust"), of which Jill A. Blashack Strahan, the wife of Gary Strahan, is trustee.

F3: Represents an amendment to the exercise price of the convertible promissory note.