325 Capital Form 3 MultiSensor AI / DANIEL M. FRIEDBERG ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

FRIEDBERG DANIEL M.

(Last)

(First)

(Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2024

3. Issuer Name and Ticker or Trading Symbol
MultiSensor AI Holdings, Inc. [ MSAI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Footnotes

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, $0.0001 par value per share	438,247	I	By: 325 Capital Master Fund LP⁽¹⁾⁽²⁾
Common stock, $0.0001 par value per share	2,334,314	I	By: 325 Capital LLC⁽¹⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Pre-Funded Warrants to Purchase Common Stock	⁽⁴⁾	⁽⁴⁾	Common stock, $0.0001 par value per share	1,043,621	0.0001	I	By: 325 Capital Master Fund LP⁽¹⁾⁽²⁾
Pre-Funded Warrants to Purchase Common Stock	⁽⁴⁾	⁽⁴⁾	Common stock, $0.0001 par value per share	5,558,818	0.0001	I	By: 325 Capital LLC⁽¹⁾⁽³⁾

1. Name and Address of Reporting Person^*

FRIEDBERG DANIEL M.

(Last)

(First)

(Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

325 Capital Master Fund LP

(Last)

(First)

(Middle)

190 ELGIN AVENUE

GEORGE TOWN

(Street)

GRAND CAYMAN

KY1-9008

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

325 Capital GP, LLC

(Last)

(First)

(Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

325 CAPITAL LLC

(Last)

(First)

(Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Braner Michael David

(Last)

(First)

(Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Shrivastava Anil K

(Last)

(First)

(Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 3 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.

2. 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.

3. 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.

4. The Pre-Funded Warrants are not exercisable unless or until approved by the Company's stockholders. The Pre-Funded Warrants do not expire.

Remarks:

Mr. Friedberg, a managing member of 325, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Friedberg) may be deemed a director by deputization by virtue of its or his representation on the Board of Directors of the Issuer.

	/s/ Daniel M. Friedberg	07/08/2024
	325 Master Fund LP, By /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member	07/08/2024
	325 Capital GP, LLC, By /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member	07/08/2024
	325 Capital LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member	07/08/2024
	/s/ Michael D. Braner	07/08/2024
	/s/ Anil Shrivastava	07/08/2024
	** 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 5 (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.

325 Capital Form 3MultiSensor AI / DANIEL M. FRIEDBERG ownership change