Sec Form 4 Filing - Strahan Gary Eugene @ 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 Strahan Gary Eugene 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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (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 ) 205,079 A 305,079 I By Trust ( 2 ) Common Stock 6,015,938 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 100,000 ( 3 ) $ 0 I By Trust ( 2 ) Convertible Promissory Note $ 5 03/31/2024 A 12/19/2023 12/19/2026 Common Stock 205,079 ( 3 ) $ 1,000,000 I By Trust ( 2 ) Convertible Promissory Note $ 5 03/31/2024 C( 1 ) 12/19/2023 12/19/2026 Common Stock 205,079 $ 0 $ 0 I By Trust ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Strahan Gary Eugene C/O MULTISENSOR AI HOLDINGS, INC. 2105 WEST CARDINAL DRIVE BEAUMONT, TX77705 X X Chief Executive Officer Signatures /s/ Stephen Karl Guidry, Attorney-in-Fact 04/02/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 31, 2024, the Trust (defined below) acquired 205,079 shares of Common Stock from the Issuer pursuant to the conversion of a promissory note with an aggregate principal balance of $1,000,000. The conversion was structured to comply with the provisions of Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended. Mr. Strahan disclaims beneficial ownership of the securities held by the Trust except to the extent of his pecuniary interest therein, if any. The promissory note 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. ( 2 )Represents shares held by the Jill A. Blashek Revocable Trust U/A May 8, 2004, as amended and restated (the "Trust"), of which Jill A. Blashek, the wife of Gary Strahan, is trustee. ( 3 )Represents an amendment to the exercise price of the convertible promissory note.

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