Filing Details

Accession Number:
0001104659-22-094095
Form Type:
4
Zero Holdings:
No
Publication Time:
2022-08-24 18:23:59
Reporting Period:
2022-08-22
Accepted Time:
2022-08-24 18:23:59
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1844392 Marpai Inc. MRAI Services-Misc Health & Allied Services, Nec (8090) 000000000
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1884274 Damien Lamendola C/O Marpai, Inc.
5701 East Hillsborough Ave., Suite 1417
Tampa FL 33610-5428
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2022-08-22 44,346 $0.90 2,457,314 No 4 P Indirect See footnote
Class A Common Stock Acquisiton 2022-08-23 111,965 $1.07 2,569,279 No 4 P Indirect See footnote
Class A Common Stock Acquisiton 2022-08-24 135,944 $1.12 2,705,223 No 4 P Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See footnote
No 4 P Indirect See footnote
No 4 P Indirect See footnote
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 3,726,695 Indirect See footnote
Footnotes
  1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.878 to $0.90, inclusive. The Reporting Person undertakes to provide to Marpai, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1).
  2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.9229 to $1.17, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (2).
  3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.998 to $1.22, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (3).
  4. Pursuant to the Agreement Relating to Voting Power between Co-Founders of Marpai, Inc. and Grant of a Power of Attorney and Proxy, dated June 28, 2021 (the "Power of Attorney and Proxy"), (i) HillCour Investment Fund, LLC and WellEnterprises USA, LLC (together, the "HillCour Founding Group") and (ii) Eli David, Yaron Eitan, Edmundo Gonzalez and Grays West Ventures, LLC (collectively, the "Grays Founding Group"), share voting power over a total of 7,826,531 shares of Marpai, Inc.'s Class A common stock with respect to certain specified matters. As a result of the Power of Attorney and Proxy, the HillCour Founding Group and Grays Founding Group, of which the reporting person is a member, are deemed to be a "group" under Rule 13d-5(d) of the Exchange Act.
  5. Held by HillCour Investment Fund, LLC, of which Mr. Lamendola is the Manager, and holds the voting and dispositive power over the securities held by HillCour Investment Fund, LLC.
  6. Held by WellEnterprises USA, LLC, a wholly owned subsidiary of HillCour, Inc., which is wholly owned by HillCour Holding Corporation, a corporation controlled by Mr. Lamendola. Mr. Lamendola holds the voting and dispositive power over the securities held by WellEnterprises USA, LLC.