Sec Form 4 Filing - DiMaio John Michael @ Spectral AI, Inc. - 2023-11-20

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 DiMaio John Michael 2. Issuer Name and Ticker or Trading Symbol Spectral AI, Inc. [ MDAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6125 LUTHER LANE 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2023 (Street) DALLAS, TX75225 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, par value $0.0001 per share 09/12/2023 P V 1,000 A $ 5.97 ( 1 ) 2,478,855 I See Footnotes ( 4 ) ( 5 ) ( 6 ) Common Stock, par value $0.0001 per share 09/13/2023 P V 198 A $ 5.07 ( 2 ) 2,479,053 I See Footnotes ( 4 ) ( 5 ) ( 6 ) Common Stock, par value $0.0001 per share 11/14/2023 P V 355 A $ 2.81 ( 3 ) 2,479,408 I See Footnotes ( 4 ) ( 5 ) ( 6 ) Common Stock, par value $0.0001 per share 11/16/2023 P V 500 A $ 2.68 2,479,908 I See Footnotes ( 4 ) ( 5 ) ( 6 ) Common Stock, par value $0.0001 per share 11/20/2023 P 2,000 A $ 2.67 2,481,908 I See Footnotes ( 5 ) ( 6 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DiMaio John Michael 6125 LUTHER LANE DALLAS, TX75225 X Signatures /s/ John Michael DiMaio 11/22/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $5.94 to $6.00, inclusive. Dr. John Michael DiMaio (the "Reporting Person") undertakes to provide to the issuer, any security holder of the issuer or the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares acquired in the trades at each separate price within the range set forth in this footnote. ( 2 )The price reported is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $5.02 to $5.14, inclusive. The Reporting Person undertakes to provide to issuer, any security holder of the issuer or the staff of the SEC, upon request, full information regarding the number of shares acquired in the trades at each separate price within the range set forth in this footnote. ( 3 )The price reported is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $2.81 to $2.82, inclusive. The Reporting Person undertakes to provide to issuer, any security holder of the issuer or the staff of the SEC, upon request, full information regarding the number of shares acquired in the trades at each separate price within the range set forth in this footnote. ( 4 )This transaction represents a de minimis acquisition of securities by the Reporting Person under Section 240.16a-6 of the Securities Exchange Act of 1934, as amended (the "Act"), which, in the aggregate with certain other transactions within a six-month period, does not exceed $10,000 in market value. ( 5 )This statement is filed by and on behalf of the Reporting Person. The Reporting Person is the record and direct beneficial owner of the securities covered by this statement. ( 6 )The Reporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. The Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that the Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

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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