Sec Form 4 Filing - Thatcher Jeffrey Edward @ 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 Thatcher Jeffrey Edward 2. Issuer Name and Ticker or Trading Symbol Spectral AI, Inc. [ MDAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF SCIENTIST (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 ) 23,278 A 23,278 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( 1 ) 569,350 ( 3 ) 04/30/2029 COMMON STOCK 569,350 ( 4 ) 569,350 D INCENTIVE STOCK OPTION $ 2.17 09/11/2023 J( 1 ) 232,783 ( 3 ) 06/25/2030 COMMON STOCK 232,783 ( 4 ) 232,783 D INCENTIVE STOCK OPTION $ 4.95 09/11/2023 J( 1 ) 24,248 ( 5 ) 02/03/2032 COMMON STOCK 24,248 ( 4 ) 24,248 D INCENTIVE STOCK OPTION $ 4.54 09/11/2023 J( 1 ) 7,274 ( 6 ) 04/13/2033 COMMON STOCK 7,274 ( 4 ) 7,274 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thatcher Jeffrey Edward 2515 MCKINNEY AVENUE STE. 1000 DALLAS, TX75201 CHIEF SCIENTIST Signatures /s/ Jeffrey Thatcher 09/13/2023 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 )These options are vested and exercisable. ( 4 )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. ( 5 )These options vest and become exercisable as follows: 33% of the stock options vested on 2/3/2023; 33% vest on 2/3/2024; and the remainder vest on 2/3/2025. ( 6 )These options vest and become exercisable as follows: 33% of the stock options vest on 4/13/2024; 33% vest on 4/13/2025; and the remainder vest on 4/13/2026.

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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