4//SEC Filing
Forman Darcy 4
Accession 0001104659-21-125559
CIK 0001819113other
Filed
Oct 11, 8:00 PM ET
Accepted
Oct 12, 9:56 PM ET
Size
9.6 KB
Accession
0001104659-21-125559
Insider Transaction Report
Form 4
Forman Darcy
Chief Delivery Officer
Transactions
- Award
Earn-Out Right
2021-10-06+50,428→ 50,428 total→ Common Stock (50,428 underlying) - Award
Stock Option
2021-10-07+1,020,754→ 1,020,754 totalExercise: $10.05Exp: 2031-10-07→ Common Stock (1,020,754 underlying)
Footnotes (3)
- [F1]On October 6, 2021, pursuant to the Agreement and Plan of Merger, dated May 6, 2021 (the "Merger Agreement"), LifeSci Acquisition II Corp. (the "Issuer"), LifeSci Acquisition II Merger Sub, Inc. ("Merger Sub") and Science 37, Inc. ("Legacy Science 37") consummated a business combination (the "Business Combination"), in which Merger Sub merged with and into Legacy Science 37 with Legacy Science 37 surviving such merger as a wholly-owned subsidiary of the Issuer, which subsequently changed its name to "Science 37 Holdings, Inc."
- [F2]Pursuant to the terms of the Merger Agreement, former holders of Legacy Science 37 common stock and former holders of Legacy Science 37 options are entitled to receive their pro rata share of up to 12,500,000 additional shares of the Issuer's Common Stock (the "Earn-Out Shares") if, within the three-year period following the closing date of the Merger Agreement, the volume weighted average price of Issuer's Common Stock equals or exceeds certain thresholds. Of the Earn-Out Shares, forty percent will be issued if the volume weighted average price of the Common Stock equals or exceeds $15.00 per share for a period of at least 20 days out of 30 consecutive trading days, and the remaining sixty percent will be issued if the volume weighted average price of the Issuer's Common Stock equals or exceeds $20.00 per share for a period of at least 20 days out of 30 consecutive trading days. The issuance of such shares are subject to certain adjustments set forth in the Merger Agreement.
- [F3]The Stock Option in shall vest and become exercisable as to 25% of the shares of Common Stock subject thereto on October 7, 2022, and the remaining underlying shares will vest in equal monthly installments until fully vested on October 7, 2025, subject to the grantee's continued service as a Service Provider through each applicable vesting date.
Documents
Issuer
Science 37 Holdings, Inc.
CIK 0001819113
Entity typeother
Related Parties
1- filerCIK 0001887134
Filing Metadata
- Form type
- 4
- Filed
- Oct 11, 8:00 PM ET
- Accepted
- Oct 12, 9:56 PM ET
- Size
- 9.6 KB