MultiSensor AI (MSAI) director grant and 325 Capital warrant cap at 49.5%
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
FRIEDBERG DANIEL M. reported acquisition or exercise transactions in this Form 4 filing.
MultiSensor AI Holdings, Inc. reported that director designee Daniel M. Friedberg received an award of 95,238 shares of common stock, bringing his reported direct holdings to 245,345 shares. Under an arrangement with 325 Capital and its affiliates, any equity awards to Mr. Friedberg in his director capacity are held for, transferred to, or monetized for the benefit of 325 or its affiliates, so he does not have a direct pecuniary interest in these securities.
The filing, made jointly by 325 Capital Master Fund LP, 325 Capital GP, LLC, 325 Capital LLC and related individuals, also lists large indirect positions in common stock and warrants exercisable at $0.409 per share. These warrants are exercisable from the date of stockholder approval and expire five years from issuance. A Maximum Ownership Limitation of 49.5% restricts any holder’s beneficial ownership, with excess exercisability shifting into Series A Convertible Preferred Stock instead of additional common shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
FRIEDBERG DANIEL M., 325 Capital Master Fund LP, 325 Capital GP, LLC, 325 CAPITAL LLC, Shrivastava Anil K
Role
Director, 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common stock, $0.0001 par value per share | 95,238 | $0.00 | -- |
| holding | Warrants to purchase common stock | -- | -- | -- |
| holding | Warrants to purchase common stock | -- | -- | -- |
| holding | Common stock, $0.0001 par value per share | -- | -- | -- |
| holding | Common stock, $0.0001 par value per share | -- | -- | -- |
Holdings After Transaction:
Common stock, $0.0001 par value per share — 245,345 shares (Direct);
Warrants to purchase common stock — 5,353,632 shares (Indirect, By: 325 Capital Master Fund LP);
Common stock, $0.0001 par value per share — 4,843,223 shares (Indirect, By: 325 Capital Master Fund LP)
Footnotes (1)
- 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. 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. 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. 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. The Warrants are exercisable from the date of the Stockholder Approval and expire five years from the date of issuance. 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.
Key Figures
Director grant: 95,238 shares
Direct common holdings: 245,345 shares
Indirect common holdings (325 Master Fund): 4,843,223 shares
+5 more
8 metrics
Director grant
95,238 shares
Common stock award to Daniel M. Friedberg on 2026-03-31
Direct common holdings
245,345 shares
Common shares reported following the grant
Indirect common holdings (325 Master Fund)
4,843,223 shares
Common stock owned directly by 325 Capital Master Fund LP
Indirect common holdings (325 Capital LLC)
21,747,896 shares
Common stock owned by certain SMAs deemed owned by 325 Capital LLC
Warrant underlying shares (325 Master Fund)
5,353,632 shares
Underlying common shares for warrants held indirectly
Warrant underlying shares (325 Capital LLC)
21,905,300 shares
Underlying common shares for warrants held indirectly
Warrant exercise price
$0.409 per share
Exercise price for warrants to purchase common stock
Maximum Ownership Limitation
49.5% of issued and outstanding shares
Cap on each warrant holder’s beneficial ownership
Key Terms
pecuniary interest, separately managed accounts, director designee, Series A Convertible Preferred Stock, +2 more
6 terms
pecuniary interest financial
"Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein"
separately managed accounts financial
"Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325"
A separately managed account is an investment portfolio owned by a single investor but professionally managed to that investor’s specific goals and preferences, rather than pooled with other clients’ money. It matters to investors because it offers greater customization, tax control and transparency—like hiring a personal chef instead of eating from a shared buffet—though it often requires higher minimums and can have different fee and liquidity implications.
director designee regulatory
"Mr. Friedberg serves as a director designee of 325 on the Board of Directors of the Issuer"
Series A Convertible Preferred Stock financial
"the applicable Warrant will be exercisable for shares of the Issuer's Series A Convertible Preferred Stock, par value $0.0001 per share"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Maximum Ownership Limitation financial
"shall in no event exceed 49.5% of the issued and outstanding shares (the "Maximum Ownership Limitation")"
Stockholder Approval regulatory
"The Warrants are exercisable from the date of the Stockholder Approval and expire five years from the date of issuance"
Stockholder approval is formal consent given by a company’s shareholders, usually through a vote at a meeting or by proxy, for major actions such as mergers, asset sales, changes to corporate structure, or amendments to governance rules. Investors pay attention because the vote can enable or block steps that materially change a company’s direction, ownership or value—like neighbors voting to allow a major renovation that would alter a building’s use and worth.
FAQ
What insider transaction did MultiSensor AI (MSAI) report in this Form 4?
MultiSensor AI reported a grant of 95,238 common shares to director designee Daniel M. Friedberg. The grant is an equity-based award tied to his board service and is economically for the benefit of 325 Capital or its affiliates under a pre-existing arrangement.
What indirect MultiSensor AI (MSAI) positions are shown for 325 Capital entities?
The filing lists indirect holdings of 4,843,223 common shares by 325 Capital Master Fund LP and 21,747,896 common shares by 325 Capital LLC. These positions reflect securities owned directly by the fund and certain separately managed accounts for which 325 serves as investment manager.
What MultiSensor AI (MSAI) warrant positions and exercise price are disclosed?
325 Capital Master Fund LP and 325 Capital LLC hold warrants over 5,353,632 and 21,905,300 underlying common shares, respectively. These warrants are exercisable at an exercise price of $0.409 per share, become exercisable from the date of stockholder approval, and expire five years from issuance.
What is the Maximum Ownership Limitation mentioned for MultiSensor AI (MSAI) warrants?
The SPA and warrants impose a Maximum Ownership Limitation of 49.5% of issued and outstanding shares for each holder. If exercising a warrant would exceed this cap, the warrant instead becomes exercisable for Series A Convertible Preferred Stock convertible into the equivalent number of common shares.
Who are the reporting persons in this MultiSensor AI (MSAI) Form 4?
Reporting persons include 325 Capital Master Fund LP, 325 Capital GP, LLC, 325 Capital LLC, and individuals including Daniel Friedberg and Anil Shrivastava. They report jointly and each disclaims beneficial ownership beyond his or its pecuniary interest in the securities.