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MultiSensor AI Holdings, Inc. — Director's Dealing 2024
Apr 3, 2024
34923_dirs_2024-04-02_f66f31cf-6990-420c-8e03-5015a5571c9d.zip
Director's Dealing
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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: Gow David (Director)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-03-31 | Common Stock | C | 41016 | — | Acquired | 576828 | Direct |
| 2024-03-31 | Common Stock | A | 60060 | — | Acquired | 636888 | Direct |
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 (20000) | Direct | |
| 2024-03-31 | Convertible Promissory Note | $5 | A | Acquired | 2026-12-19 | Common Stock (41016) | Direct | |
| 2024-03-31 | Convertible Promissory Note | $5 | C | Disposed | 2026-12-19 | Common Stock (41016) | Direct |
Footnotes
F1: On March 31, 2024, the Reporting Person acquired 101,076 shares of Common Stock from the Issuer pursuant to the conversion of two promissory notes with an aggregate principal balance of $400,000. The conversion was structured to comply with the provisions of Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended. A promissory note with a principal amount of $200,000 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. The remaining promissory note with a principal amount of $200,000 converted at a price of $3.33 per share, and such note was non-interest bearing.
F2: Includes 63,466 shares received as a liquidating distribution from SportsMap, LLC ("Sponsor"). In prior reports, the reporting person reported beneficial ownership of 100,000 shares of Issuer's common stock held by Sponsor, and 19,609 shares held by Gow Media, LLC. Gow Media, LLC subsequently waived its right to its shares previously reported, which were then included in Sponsor's liquidating distribution to its members.
F3: Represents an amendment to the exercise price of the convertible promissory note.