PRESIDENT, CHIEF COMMERCAL OFF Gallagher John E converted options into 42,486 shares and covered exercise/tax liability with 14,176 shares, increasing direct ownership by 155% to 46,528 units (SEC Form 4)
$CERT
Computer Software: Prepackaged Software
Technology
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Certara, Inc. [ CERT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/01/2025 | M | 14,663 | A | $0(1) | 32,881 | D | |||
| Common Stock | 04/01/2025 | F | 4,646(2) | D | $9.9(1) | 28,235 | D | |||
| Common Stock | 04/01/2025 | M | 12,633 | A | $0(3) | 40,868 | D | |||
| Common Stock | 04/01/2025 | F | 4,327(2) | D | $9.9(3) | 36,541 | D | |||
| Common Stock | 04/01/2025 | M | 15,190 | A | $0(4) | 51,731 | D | |||
| Common Stock | 04/01/2025 | F | 5,203(2) | D | $9.9(4) | 46,528 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 04/01/2025 | M | 14,663 | (1) | 04/01/2025 | Common Stock | 14,663 | $0 | 0 | D | ||||
| Restricted Stock Units | (3) | 04/01/2025 | M | 12,633 | (3) | 04/01/2026 | Common Stock | 12,633 | $0 | 12,633 | D | ||||
| Restricted Stock Units | (4) | 04/01/2025 | M | 15,190 | (4) | 04/01/2027 | Common Stock | 15,190 | $0 | 30,381 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit ("RSU") was granted on April 1, 2023, under the Certara, Inc. ("Certara") 2020 Incentive Plan ("2020 Incentive Plan") and represents a right to receive one share of common stock or the cash equivalent. One-half of the RSUs vested and were settled on April 1, 2024. The remaining RSUs vested and settled on April 1, 2025. |
| 2. Represents shares of Certara withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") and PSUs described in footnotes 1, 3, and 4, exempt under Rule 16b-3. |
| 3. Each RSU was granted on April 1, 2023, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on April 1, 2024. One-third of the RSUs vested and were settled on April 1, 2025. The remaining one-third of the RSUs are scheduled to vest and settle on April 1, 2026. |
| 4. Each RSU was granted on April 1, 2024, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on April 1, 2025. The remaining two-thirds of the RSUs will vest and settle in equal parts on April 1, 2026 and April 1, 2027. |
| /s/ Daniel Corcoran, Attorney-in-Fact for John E. Gallagher | 04/03/2025 | |
| ** 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. | ||