Form 4 for MSAI MultiSensor AI Holdings, Inc.
Accepted 2024-04-02 00:00:00 ET · period of report 2024-03-31 · accession 0001104659-24-042781 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-04-02 | 2024-03-31 | MSAI | Gow David | Dir | A - Grant | — | +60.1K | 636.9K | +10% | — |
| D | 2024-04-02 | 2024-03-31 | MSAI | Gow David | Dir | C - Cnv Deriv | — | +41.0K | 576.8K | +8% | — |
| D | 2024-04-02 | 2024-03-31 | MSAI | Gow David | Dir | D - Sale to Iss | — | 0 | 0 | New | — |
| D | 2024-04-02 | 2024-03-31 | MSAI | Gow David | Dir | A - Grant | — | 0 | 200.0K | New | — |
| D | 2024-04-02 | 2024-03-31 | MSAI | Gow David | Dir | C - Cnv Deriv | — | 0 | 0 | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2024-03-31 | A | A | 60,060 | — | 636,888 | D | — | — | (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. |
| 2 | Common | Common Stock | 2024-03-31 | C | A | 41,016 | — | 576,828 | D | — | — | (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. |
| 3 | Derivative | Convertible Promissory Note | 2024-03-31 | D | D | — | — | 0 | D | $10.00 · 2023-12-19 to 2026-12-19 | 20,000 Common Stock | (F3) Represents an amendment to the exercise price of the convertible promissory note. |
| 4 | Derivative | Convertible Promissory Note | 2024-03-31 | A | A | — | — | 200,000 | D | $5.00 · 2023-12-19 to 2026-12-19 | 41,016 Common Stock | (F3) Represents an amendment to the exercise price of the convertible promissory note. |
| 5 | Derivative | Convertible Promissory Note | 2024-03-31 | C | D | — | $0.00 | 0 | D | $5.00 · 2023-12-19 to 2026-12-19 | 41,016 Common Stock |