Sec Form 4 Filing - Fan Wensheng @ Spectral AI, Inc. - 2023-09-11

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 Fan Wensheng 2. Issuer Name and Ticker or Trading Symbol Spectral AI, Inc. [ MDAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF EXECUTIVE OFFICER (Last) (First) (Middle) 2515 MCKINNEY AVENUE STE. 1000 3. Date of Earliest Transaction (MM/DD/YY) 09/11/2023 (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 09/11/2023 J( 1 ) 145,489 A 145,489 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 INCENTIVE STOCK OPTION $ 1.03 09/11/2023 J( 3 ) 872,938 ( 4 ) 04/30/2029 COMMON STOCK 872,938 ( 5 ) 872,938 D INCENTIVE STOCK OPTION $ 2.17 09/11/2023 J( 3 ) 261,881 ( 6 ) 06/25/2030 COMMON STOCK 261,881 ( 5 ) 1,134,819 D INCENTIVE STOCK OPTION $ 2.17 09/11/2023 J( 3 ) 87,293 ( 6 ) 06/25/2030 COMMON STOCK 87,293 ( 5 ) 1,222,112 D INCENTIVE STOCK OPTION $ 2.17 09/11/2023 J( 3 ) 342,192 ( 7 ) 01/15/2031 COMMON STOCK 342,192 ( 5 ) 1,564,304 D INCENTIVE STOCK OPTION $ 5.47 09/11/2023 J( 3 ) 9,699 ( 8 ) 10/08/2031 COMMON STOCK 9,699 ( 5 ) 1,574,003 D INCENTIVE STOCK OPTION $ 4.95 09/11/2023 J( 3 ) 77,594 ( 9 ) 02/03/2032 COMMON STOCK 77,594 ( 5 ) 1,651,597 D INCENTIVE STOCK OPTION $ 4.54 09/11/2023 J( 3 ) 22,043 ( 10 ) 04/13/2033 COMMON STOCK 22,043 ( 5 ) 1,673,640 D NON-QUALIFIED STOCK OPTION $ 4.54 09/11/2023 J( 3 ) 66,704 ( 10 ) 04/13/2033 COMMON STOCK 66,704 ( 5 ) 1,740,344 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fan Wensheng 2515 MCKINNEY AVENUE STE. 1000 DALLAS, TX75201 X CHIEF EXECUTIVE OFFICER Signatures /s/ Wensheng Fan 09/11/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 11, 2023, Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp. I (the "Issuer") and Spectral MD Holdings Ltd ("Spectral") consummated the business combination (the "Business Combination") pursuant to that certain business combination agreement, dated April 11, 2023 (as amended, the "Business Combination Agreement"). In connection with the closing of the Business Combination (the "Closing"), each 10.31 shares of common stock of Spectral outstanding immediately prior to the Closing were exchanged for one share of common stock of the Issuer, par value $0.0001 (the "Common Stock"). ( 2 )The Reporting Person received these shares of Common Stock in connection with the Closing for no additional consideration. ( 3 )In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options). ( 4 )These options are fully vested and exercisable. ( 5 )The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests. ( 6 )These options vest and become exercisable as follows: 25% of the stock options vested on 6/25/2021, 25% vested on 6/25/2022, 25% vested on 6/25/2023, and the remainder vest on 6/25/2024. ( 7 )These options vest and become exercisable as follows: 33% of the stock options vested on 1/15/2022, 33% vested on 1/15/2023, and the remainder vest on 1/15/2024. ( 8 )These options vest and become exercisable as follows: 33% of the stock options vested on 10/08/2022, 33% vest on 10/8/2023, and the remainder vest on 10/08/2024. ( 9 )These options vest and become exercisable as follows: 33% of the stock options vested on 02/03/2023, 33% vest on 02/03/2024, and the remainder vest on 02/03/2025. ( 10 )These options vest and become exercisable as follows: 33% of the stock options vest on 04/13/2024, 33% vest on 4/13/2025, and the remainder vest on 04/13/202

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