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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. ) *
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Forian Inc.
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(Name of Issuer)
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Common Stock, $.001 par value
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(Title of Class of Securities)
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34630N106
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(CUSIP Number)
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September 1, 2021
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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Name of Reporting Person
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Thomas J. Coleman
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2.
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Check the Appropriate Box
if a Member of a Group
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(a) [___]
(b) [___]
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3.
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SEC Use Only
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4.
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Citizenship or Place
of Organization
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United States
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Number of Shares Beneficially Owned by Reporting Person With
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5.
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Sole Voting Power
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908,478 (1)
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6.
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Shared Voting Power
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1,001,669 (2)
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7.
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Sole Dispositive Power
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908,478 (1)
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8.
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Shared Dispositive Power
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1,001,669 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,910,147
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
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11.
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Percent of Class Represented by Amount in
Row (9)
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5.7% (3)
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12.
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Type of Reporting Person
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IN
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(1) Shares of Common Stock directly beneficially owned by the Reporting Person. Such holdings are stated as of September 1, 2021 and were unchanged as of December 31, 2021.
(2) Consists of (i) 834,724 shares of Common Stock issuable upon exercise of a convertible promissory note (the “Note Shares") and (ii) 166,945 shares of Common Stock issuable upon exercise of warrants that are issuable upon exercise of such
convertible promissory note (the "Warrant Shares”) beneficially owned by Kensico Capital Management (“KCM”), a registered investment adviser to certain affiliated funds that directly hold such securities for the benefit of their respective investors,
and in such capacity KCM has voting and dispositive power over such securities. The Reporting Person is a Co-President of KCM. Such holdings are stated as of September 1, 2021 and were unchanged as of December 31, 2021.
(3) Based on (i) 32,558,617 shares of Common Stock outstanding as of August 10, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2021 filed with the Securities and Exchange Commission on August 16, 2021 plus (ii)
the Note Shares and (iii) the Warrant Shares.
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CUSIP No. 34630N106
Schedule 13G
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Item 1
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(a)
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Name of Issuer:
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Forian Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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41 University Drive, Suite 400, Newtown, PA 18940
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Item 2
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(a)
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Name of Persons Filing:
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Thomas J. Coleman
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(b)
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Address of Principal Business Office:
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55 Railroad Avenue, 2nd Floor, Greenwich, CT 06830
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(c)
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Citizenship:
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United States
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(d)
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Title of Class of Securities:
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Common Stock, $0.001 par value (“Common Stock”)
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(e)
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CUSIP number:
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34630N106
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Item 3
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For statements filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c):
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Not Applicable
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Item 4
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Ownership
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(a) through (c)
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The information requested in these paragraphs is incorporated herein by reference to the cover page to this Schedule 13G.
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Item 5
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Ownership of Five Percent or Less of a Class:
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Not Applicable
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person:
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Not Applicable
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company:
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Not Applicable
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Item 8
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Identification and Classification of Members of the Group:
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Not Applicable
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Item 9
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Notice of Dissolution of a Group
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Not Applicable
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Item 10
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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CUSIP No. 34630N106
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
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THOMAS J. COLEMAN
/s/ Thomas J. Coleman
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