SEC Info - Gonzalez Edmundo - ‘4’ for 6/21/23 re: Marpai, Inc.

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 OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Gonzalez Edmundo

2. Issuer Name and Ticker or Trading Symbol
Marpai, Inc. [MRAI]

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)

C/O MARPAI, INC., 5701 EAST HILLSBROUGH AVE., SUITE 1417

3. Date of Earliest Transaction (Month/Day/Year)
6/21/23

(Street)

TAMPA, FL 33610-5428

4. If Amendment, Date Original Filed (Month/Day/Year)

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)

Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security
(Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

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

Amount

(A) or (D)

Price

Class A Common Stock

6/21/23

20,000

$0.5051

888,189 ⁽¹⁾

Class A Common Stock

313,110 ⁽¹⁾

See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

Gonzalez Edmundo
C/O MARPAI, INC.
5701 EAST HILLSBROUGH AVE., SUITE 1417
TAMPA, FL 33610-5428

Chief Executive Officer

Signatures

/s/ Edmundo Gonzalez

6/22/23

^**Signature of Reporting Person

Date

Explanation of Responses:

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).

(1)

Pursuant to the Agreement Relating to Voting Power between Co-Founders of Marpai, Inc. and Grant of a Power of Attorney and Proxy, dated June 28, 2021 (the "Power of Attorney and Proxy"), (i) HillCour Investment Fund, LLC and WellEnterprises USA, LLC (together, the "HillCour Founding Group") and (ii) Eli David, Yaron Eitan, Edmundo Gonzalez and Grays West Ventures, LLC (collectively, the "Grays Founding Group"), share voting power over a total of 7,826,531 shares of Marpai, Inc.'s Class A common stock with respect to certain specified matters. As a result of the Power of Attorney and Proxy, the HillCour Founding Group and Grays Founding Group, of which the reporting person is a member, are deemed to be a "group" under Rule 13d-5(d) of the Exchange Act.

(2)

Held by Grays West Ventures LLC ("Grays West"), of which Mr. Gonzalez is the sole member, and has the sole voting and dispositive power over the shares held by Grays West.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

____________ Transaction Code:
P	Open market or private purchase of non-derivative or derivative security.

Gonzalez Edmundo – ‘4’ for 6/21/23 re: Marpai, Inc.

On: Thursday, 6/22/23, at 4:06pm ET · For: 6/21/23 · As: Director and Officer · Accession #: 1209191-23-39031 · File #: 1-40904

Previous ‘4’: ‘4’ on 11/17/22 for 11/15/22 · Next & Latest: ‘4’ on 9/12/23 for 9/11/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Gonzalez Edmundo – ‘4’ for 6/21/23 re: Marpai, Inc.

On: Thursday, 6/22/23, at 4:06pm ET · For: 6/21/23 · As: Director and Officer · Accession #: 1209191-23-39031 · File #: 1-40904

Previous ‘4’: ‘4’ on 11/17/22 for 11/15/22 · Next & Latest: ‘4’ on 9/12/23 for 9/11/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents