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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 11/21/23 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1844392 |
| Issuer Name: Marpai, Inc. |
| Issuer Trading Symbol: MRAI |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1884274 |
| | Owner Name: Lamendola Damien |
| Reporting Owner Address: |
| | Owner Street 1: C/O MARPAI, INC. |
| | Owner Street 2: 615 CHANNELSIDE DRIVE, SUITE 207 |
| | Owner City: TAMPA |
| | Owner State: FL |
| | Owner ZIP Code: 33602 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: Chief Executive Officer |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 11/21/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 200,000 |
| | | Transaction Price Per Share: |
| Value: 1.1934 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 200,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 701,306 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| Footnote ID: F3 |
| | | Nature of Ownership: |
| Value: See Footnote |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 931,674 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| Footnote ID: F4 |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnotes: |
| Footnote - F1: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.05 to $1.30, inclusive. The Reporting Person undertakes to provide to Marpai, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1). |
| Footnote - F2: 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 1,956,633 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. |
| Footnote - F3: Held by HillCour Investment Fund, LLC, of which Mr. Lamendola is the Manager, and holds the voting and dispositive power over the securities held by HillCour Investment Fund, LLC. |
| Footnote - F4: Held by WellEnterprises USA, LLC, a wholly owned subsidiary of HillCour, Inc., which is wholly owned by HillCour Holding Corporation, a corporation controlled by Mr. Lamendola. Mr. Lamendola holds the voting and dispositive power over the securities held by WellEnterprises USA, LLC. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Damien Lamendola |
| Signature Date: 11/21/23 |
