SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

1. Name and Address of Reporting Person^*

Capone Vincent S.

(Last)

(First)

(Middle)

2515 MCKINNEY AVE, SUITE 1000

(Street)

DALLAS,

75201

(City)

(State)

(Zip)

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)
	CFO and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2025

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/30/2025		A		100,000⁽¹⁾	A	$0.00	119,700	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
ISO	$4.36							⁽²⁾	05/06/2032	Common Stock	62,038		62,038	D
NQSO	$4.36							⁽²⁾	05/06/2032	Common Stock	7,062		7,062	D
ISO	$4.41							⁽³⁾	04/13/2033	Common Stock	6,120		6,120	D
NQSO	$4.41							⁽³⁾	04/13/2033	Common Stock	12,240		12,240	D
ISO	$5.47							⁽⁴⁾	06/29/2033	Common Stock	6,581		6,581	D
NQSO	$5.47							⁽⁴⁾	06/29/2033	Common Stock	13,162		13,162	D
Restricted Stock Unit	$0.00							⁽⁵⁾	02/28/2034	Common Stock	50,000		50,000	D
NQSO	$1.2							⁽⁶⁾	04/01/2035	Common Stock	75,000		75,000	D

Explanation of Responses:

1. The total includes 100,000 restricted stock units ("RSUs"), which are fully vested and were issued on 4/28/2025.

2. 33% of the stock options vested on 5/6/2023, 33% vested on 5/6/2024, and the remainder vest on 6/5/2025.

3. 33% of the stock options vested on 4/13/2024, 33% vested on 4/13/2025, and the remainder vest on 4/13/2026.

4. 33% of the stock options vest on 6/29/2024, 33% vest on 6/29/2025, and the remainder vest on 6/25/2026.

5. All of the RSUs will vest on 12/31/2025.

6. 33% of the stock options vest monthly over a 12-month period beginning on 4/1/2025. The remainder vest pursuant to certain performance-based metrics.

	/s/ Vincent S. Capone	04/30/2025
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

CFO and General Counsel Capone Vincent S. was granted 100,000 shares, increasing direct ownership by 508% to 119,700 units (SEC Form 4)