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Filing Details

Accession Number:: 0001104659-22-094095
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-08-24 18:23:59
Reporting Period:: 2022-08-22

Accepted Time:: 2022-08-24 18:23:59
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1844392	Marpai Inc.	MRAI	Services-Misc Health & Allied Services, Nec (8090)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1884274	Damien Lamendola	C/O Marpai, Inc. 5701 East Hillsborough Ave., Suite 1417 Tampa FL 33610-5428		Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2022-08-22	44,346	$0.90	2,457,314	No	4	P	Indirect	See footnote
Class A Common Stock	Acquisiton	2022-08-23	111,965	$1.07	2,569,279	No	4	P	Indirect	See footnote
Class A Common Stock	Acquisiton	2022-08-24	135,944	$1.12	2,705,223	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	3,726,695	Indirect	See footnote

Footnotes

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.878 to $0.90, 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).
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.9229 to $1.17, inclusive. The Reporting Person undertakes to provide to 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 (2).
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.998 to $1.22, inclusive. The Reporting Person undertakes to provide to 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 (3).
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.
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.
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.