Sec Form 4 Filing - Capone Vincent S. @ Spectral AI, Inc. - 2025-04-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Capone Vincent S.
2. Issuer Name and Ticker or Trading Symbol
Spectral AI, Inc. [ MDAI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO and General Counsel
(Last) (First) (Middle)
2515 MCKINNEY AVE, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2025
(Street)
DALLAS,, TX75201
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/30/2025 A 100,000 ( 1 ) A $ 0 119,700 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
ISO $ 4.36 ( 2 ) 05/06/2032 Common Stock 62,038 62,038 D
NQSO $ 4.36 ( 2 ) 05/06/2032 Common Stock 7,062 7,062 D
ISO $ 4.41 ( 3 ) 04/13/2033 Common Stock 6,120 6,120 D
NQSO $ 4.41 ( 3 ) 04/13/2033 Common Stock 12,240 12,240 D
ISO $ 5.47 ( 4 ) 06/29/2033 Common Stock 6,581 6,581 D
NQSO $ 5.47 ( 4 ) 06/29/2033 Common Stock 13,162 13,162 D
Restricted Stock Unit $ 0 ( 5 ) 02/28/2034 Common Stock 50,000 50,000 D
NQSO $ 1.2 ( 6 ) 04/01/2035 Common Stock 75,000 75,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Capone Vincent S.
2515 MCKINNEY AVE, SUITE 1000
DALLAS,, TX75201
CFO and General Counsel
Signatures
/s/ Vincent S. Capone 04/30/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The total includes 100,000 restricted stock units ("RSUs"), which are fully vested and were issued on 4/28/2025.
( 2 )33% of the stock options vested on 5/6/2023, 33% vested on 5/6/2024, and the remainder vest on 6/5/2025.
( 3 )33% of the stock options vested on 4/13/2024, 33% vested on 4/13/2025, and the remainder vest on 4/13/2026.
( 4 )33% of the stock options vest on 6/29/2024, 33% vest on 6/29/2025, and the remainder vest on 6/25/2026.
( 5 )All of the RSUs will vest on 12/31/2025.
( 6 )33% of the stock options vest monthly over a 12-month period beginning on 4/1/2025. The remainder vest pursuant to certain performance-based metrics.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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