Sec Form 4 Filing - Gow David @ MultiSensor AI Holdings, Inc. - 2024-03-31

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 Gow David 2. Issuer Name and Ticker or Trading Symbol MultiSensor AI Holdings, Inc. [ MSAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MULTISENSOR AI HOLDINGS, INC., 2105 WEST CARDINAL DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2024 (Street) BEAUMONT, TX77705 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 03/31/2024 C( 1 ) 41,016 ( 1 ) A 576,828 ( 2 ) D Common Stock 03/31/2024 A( 1 ) 60,060 A 636,888 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 Convertible Promissory Note $ 10 03/31/2024 D 12/19/2023 12/19/2026 Common Stock 20,000 ( 3 ) $ 0 D Convertible Promissory Note $ 5 03/31/2024 A 12/19/2023 12/19/2026 Common Stock 41,016 ( 3 ) $ 200,000 D Convertible Promissory Note $ 5 03/31/2024 C( 1 ) 12/19/2023 12/19/2026 Common Stock 41,016 $ 0 $ 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gow David C/O MULTISENSOR AI HOLDINGS, INC. 2105 WEST CARDINAL DRIVE BEAUMONT, TX77705 X Signatures /s/ David Gow 04/02/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 )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 )Represents an amendment to the exercise price of the convertible promissory note.

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