Shipton Michael converted options into 8,713 shares and covered exercise/tax liability with 3,006 shares, closing all direct ownership in the company (SEC Form 4)
$SNCE
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
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) 03/10/2024 | ||||||||||||||||||||||||||
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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 | 03/10/2024 | M | 8,713(1) | A | $0 | 12,253 | D | |||
| Common Stock | 03/10/2024 | F | 3,006(2) | D | $5.73 | 9,247 | D | |||
| Common Stock | 03/12/2024 | U | 9,247 | D | $5.75(3) | 0 | 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 | (4) | 03/10/2024 | M | 8,713 | (5) | (5) | Common Stock | 8,713 | $0 | 17,426 | D | ||||
| Restricted Stock Units | (6)(7) | 03/12/2024 | D | 52,168 | (6)(7) | (6)(7) | Common Stock | 52,168 | (6)(7) | 0 | D | ||||
| Explanation of Responses: |
| 1. Acquisition of Issuer Common Stock (as defined below) resulting from vesting of the restricted stock units ("RSUs") granted to Mr. Shipton on March 10, 2023. |
| 2. Disposition of Issuer Common Stock resulting from the withholding of securities for the payment of tax liability relating to the vesting of RSUs granted to Mr. Shipton on March 10, 2023. |
| 3. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 28, 2024, among the Issuer, eMed, LLC, a Delaware limited liability company ("Parent"), and Marlin Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer ("Issuer Common Stock") at a purchase price of $5.75 per share, without interest and subject to applicable withholding taxes (the "Offer Price"). After completion of the tender offer, Merger Sub merged with and into the Issuer, effective as of March 12, 2024 (such date and time of such merger, the "Effective Time"). These shares of Issuer Common Stock were tendered for purchase pursuant to the tender offer. |
| 4. Each RSU represented a contingent right to receive one share of Issuer Common Stock. |
| 5. On March 10, 2023, Mr. Shipton was granted RSUs representing 26,139 shares subject to a three-year vesting schedule, vesting 33 1/3% on the first, second and third anniversaries of the grant date, with 50% of the RSUs subject to accelerated vesting upon the attainment of certain performance objectives, in each case subject to continuous employment through the applicable vesting date. As RSUs, the vested units are automatically converted to shares of Issuer Common Stock on a one-for-one basis on the vesting date. |
| 6. Represents all RSUs granted to the Reporting Person. Each RSU represented a contingent right to receive one share of Issuer Common Stock upon vesting of the RSU. |
| 7. Pursuant to the Merger Agreement, at the Effective Time, each RSU that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive a cash payment (without interest and subject to any applicable tax withholding) equal to (A) the Offer Price, multiplied by (B) the number of shares of Issuer Common Stock subject to such RSU. |
| Remarks: |
| On December 8, 2023, the Issuer effected a reverse stock split of Issuer Common Stock at a ratio of 1-for-20 (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the shares of Issuer Common Stock, and the exercise price and shares of Issuer Common Stock underlying outstanding equity awards, have been adjusted accordingly versus any amounts previously reported by the Reporting Person. |
| /s/ Christine Pellizzari, Attorney-in-Fact for Michael Shipton | 03/12/2024 | |
| ** 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 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. | ||