4//SEC Filing
FRIEDBERG DANIEL M. 4
Accession 0000921895-26-000024
CIK 0001863990other
Filed
Jan 4, 7:00 PM ET
Accepted
Jan 5, 5:55 PM ET
Size
20.8 KB
Accession
0000921895-26-000024
Insider Transaction Report
Form 4
Friedberg Dan
Director10% OwnerOther
Transactions
- Award
Common stock, $0.0001 par value per share
2025-12-31+48,900→ 150,107 total
Holdings
- 4,843,223(indirect: By: 325 Capital Master Fund LP)
Common stock, $0.0001 par value per share
- 21,747,896(indirect: By LLC)
Common stock, $0.0001 par value per share
- 6,722,710(indirect: By: 325 Capital Master Fund LP)
Warrants to purchase common stock
Exercise: $0.41→ Common stock, $0.0001 par value per share (5,353,632 underlying) - 27,507,114(indirect: By LLC)
Warrants to purchase common stock
Exercise: $0.41→ Common stock, $0.0001 par value per share (21,905,300 underlying)
325 Capital Master Fund LP
10% OwnerOther
Transactions
- Award
Common stock, $0.0001 par value per share
2025-12-31+48,900→ 150,107 total
Holdings
- 4,843,223(indirect: By: 325 Capital Master Fund LP)
Common stock, $0.0001 par value per share
- 21,747,896(indirect: By LLC)
Common stock, $0.0001 par value per share
- 6,722,710(indirect: By: 325 Capital Master Fund LP)
Warrants to purchase common stock
Exercise: $0.41→ Common stock, $0.0001 par value per share (5,353,632 underlying) - 27,507,114(indirect: By LLC)
Warrants to purchase common stock
Exercise: $0.41→ Common stock, $0.0001 par value per share (21,905,300 underlying)
325 Capital GP, LLC
10% OwnerOther
Transactions
- Award
Common stock, $0.0001 par value per share
2025-12-31+48,900→ 150,107 total
Holdings
- 4,843,223(indirect: By: 325 Capital Master Fund LP)
Common stock, $0.0001 par value per share
- 21,747,896(indirect: By LLC)
Common stock, $0.0001 par value per share
- 6,722,710(indirect: By: 325 Capital Master Fund LP)
Warrants to purchase common stock
Exercise: $0.41→ Common stock, $0.0001 par value per share (5,353,632 underlying) - 27,507,114(indirect: By LLC)
Warrants to purchase common stock
Exercise: $0.41→ Common stock, $0.0001 par value per share (21,905,300 underlying)
325 CAPITAL LLC
10% OwnerOther
Transactions
- Award
Common stock, $0.0001 par value per share
2025-12-31+48,900→ 150,107 total
Holdings
- 4,843,223(indirect: By: 325 Capital Master Fund LP)
Common stock, $0.0001 par value per share
- 21,747,896(indirect: By LLC)
Common stock, $0.0001 par value per share
- 6,722,710(indirect: By: 325 Capital Master Fund LP)
Warrants to purchase common stock
Exercise: $0.41→ Common stock, $0.0001 par value per share (5,353,632 underlying) - 27,507,114(indirect: By LLC)
Warrants to purchase common stock
Exercise: $0.41→ Common stock, $0.0001 par value per share (21,905,300 underlying)
Shrivastava Anil K
10% OwnerOther
Transactions
- Award
Common stock, $0.0001 par value per share
2025-12-31+48,900→ 150,107 total
Holdings
- 4,843,223(indirect: By: 325 Capital Master Fund LP)
Common stock, $0.0001 par value per share
- 21,747,896(indirect: By LLC)
Common stock, $0.0001 par value per share
- 6,722,710(indirect: By: 325 Capital Master Fund LP)
Warrants to purchase common stock
Exercise: $0.41→ Common stock, $0.0001 par value per share (5,353,632 underlying) - 27,507,114(indirect: By LLC)
Warrants to purchase common stock
Exercise: $0.41→ Common stock, $0.0001 par value per share (21,905,300 underlying)
Footnotes (6)
- [F1]This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- [F2]Securities owned directly by 325 Master Fund. 325 Capital GP is the general partner of 325 Master Fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund.
- [F3]Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.
- [F4]Mr. Friedberg serves as a director designee of 325 on the Board of Directors of the Issuer. In connection with this arrangement, any equity-based securities awarded to Mr. Friedberg in his capacity as a director of the Issuer will be held by Mr. Friedberg on behalf of 325 or its affiliates, transferred by Mr. Friedberg to 325 or its affiliates, and/or sold by Mr. Friedberg, with the proceeds of such sale to be remitted to 325 or its affiliates, in each case as directed by 325. Accordingly, Mr. Friedberg does not have a direct pecuniary interest in these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), however, 325 and Messrs. Braner, Friedberg and Shrivastava may be deemed to have a pecuninary interest in these securities for purposes of Section 16 of the Exchange Act pursuant to the foregoing sentence.
- [F5]The Warrants are exercisable from the date of the Stockholder Approval and expire five years from the date of issuance.
- [F6]The SPA and the Warrants provide that each Warrant holder's beneficial ownership of shares, including after taking into account the full exercise of such holder's Warrant, shall in no event exceed 49.5% of the issued and outstanding shares (the "Maximum Ownership Limitation"). Pursuant to the Warrants, in the event that a holder's Warrant is not exercisable for shares due to the beneficial ownership of such holder exceeding the Maximum Ownership Limitation, the applicable Warrant will be exercisable for shares of the Issuer's Series A Convertible Preferred Stock, par value $0.0001 per share, that are convertible into an equivalent number of shares for which the Warrant is exercisable.
Documents
Issuer
MultiSensor AI Holdings, Inc.
CIK 0001863990
Entity typeother
Related Parties
1- filerCIK 0001448795
Filing Metadata
- Form type
- 4
- Filed
- Jan 4, 7:00 PM ET
- Accepted
- Jan 5, 5:55 PM ET
- Size
- 20.8 KB