SEC Form 4: Redmile Group, Llc was granted 14,808,234 shares (Amendment)
$LSAQ
Business Services
Finance
| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Science 37 Holdings, Inc. [ SNCE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/06/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 10/08/2021 |
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(2) | 10/06/2021 | A | 14,808,234(1)(2)(3) | A | (2) | 19,808,234 | I | See footnote(4) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On October 8, 2021, the Reporting Persons filed a Form 4 that inadvertently misstated the amount of securities acquired and beneficially owned. This amendment reports the shares of the Issuer's Common Stock issued to the Redmile Funds based on the corrected exchange ratio listed in footnote (3) below. |
| 2. On October 6, 2021, pursuant to the agreement and plan of merger, dated May 6, 2021 (the "Merger Agreement"), LifeSci Acqisition II Corp. ("LSAQ" or "Issuer"), LifeSci Acquisition II Merger Sub, Inc. ("Merger Sub") and Science 37, Inc. ("Science 37") consummated a business combination (the "Business Combination"), in which Merger Sub merged with and into Science 37 with Science 37 surviving the merger as a wholly-owned subsidiary of LSAQ (which subsequently changed its name to "Science 37 Holdings, Inc."). |
| 3. Pursuant to the terms of the Merger Agreement, the investors in Science 37 ("Legacy Investors") at the effective time of the Merger received approximately 1.815 shares of Issuer's Common Stock for each share of common stock of Science 37 held by them immediately prior to the effective time and a contingent right to additional shares of Issuer's Common Stock as described in Note 3 below, subject to the terms of the Merger Agreement. The Legacy Investors included certain private investment vehicles managed by Redmile Group, LLC (each, a "Redmile Fund"). |
| 4. These securities are directly owned by the Redmile Funds and may be deemed beneficially owned by Redmile Group, LLC ("Redmile") as investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Each of Redmile and Mr. Green (collectively, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that such Reporting Persons are a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Remarks: |
| Robert Faulkner, a member of the board of directors of the Issuer and a managing director of Redmile, was appointed to the board of the Issuer as a representative of Redmile. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
| By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC | 10/18/2021 | |
| /s/ Jeremy Green | 10/18/2021 | |
| ** 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. | ||