Damien Lamendola - 26 Oct 2021 Form 3 Insider Report for Marpai, Inc. (MRAI)

Role: Director, 10%+ Owner
Signature: By: /s/ Damien Lamendola_____
Issuer symbol: MRAI
Transactions as of: 26 Oct 2021
Net transactions value: $0
Form type: 3
Filing time: 04 Nov 2021, 16:13:17 UTC
Next filing: 16 Dec 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	MRAI	Class A Common Stock						1,937,968	26 Oct 2021	See footnote	F1, F2
holding	MRAI	Class A Common Stock						3,726,695	26 Oct 2021	See footnote	F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	MRAI	Warrants							26 Oct 2021	Class A Common Stock	364,466	$1.43	See footnote	F2
holding	MRAI	Warrants							26 Oct 2021	Class A Common Stock	225,000	$4.00	See footnote	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.