4//SEC Filing
Forman Darcy 4
Accession 0001819113-24-000022
CIK 0001819113other
Filed
Mar 11, 8:00 PM ET
Accepted
Mar 12, 10:08 AM ET
Size
20.1 KB
Accession
0001819113-24-000022
Insider Transaction Report
Form 4
Forman Darcy
Chief Delivery Officer
Transactions
- Disposition from Tender
Common Stock
2024-03-12$5.75/sh−15,753$90,580→ 0 total - Disposition to Issuer
Common Stock
2024-03-12$5.75/sh−24,644$141,703→ 0 total - Disposition to Issuer
Stock Option
2024-03-12−4,680→ 0 totalExercise: $7.93→ Common Stock (4,680 underlying) - Disposition to Issuer
Stock Option
2024-03-12−3,404→ 0 totalExercise: $5.51→ Common Stock (3,404 underlying) - Disposition to Issuer
Earn-Out Right
2024-03-12−2,522→ 0 total→ Common Stock (2,522 underlying) - Disposition to Issuer
Stock Option
2024-03-12−6,807→ 0 totalExercise: $16.31→ Common Stock (6,807 underlying) - Disposition to Issuer
Restricted Stock Units
2024-03-12−28,897→ 0 total→ Common Stock (28,897 underlying)
Footnotes (6)
- [F1]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.
- [F2]Represents restricted stock units ("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.
- [F3]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.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, all "Earn-Out Rights" (that is, all rights to receive Issuer Common Stock that were reserved for issuance as "Earn-Out Shares" pursuant to, and under the circumstances set forth in, Section 2.8 of the Agreement and Plan of Merger dated as of May 6, 2021 by and among the Issuer, LifeSci Acquisition II Corp. and LifeSci Acquisition II Merger Sub, Inc.) that were outstanding immediately prior to the Effective Time automatically were cancelled and ceased to exist at the Effective Time.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of Issuer Common Stock that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was equal to or greater than the Offer Price was cancelled with no consideration payable in respect thereof.
- [F6]Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of Issuer Common Stock that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Offer Price, was cancelled and converted into the right to receive a cash payment (without interest and less any applicable withholding taxes) equal to (A) the excess of (x) the Offer Price over (y) the exercise price payable per share of Issuer Common Stock under such option, multiplied by (B) the total number of shares of Issuer Common Stock subject to such option immediately prior to the Effective Time.
Documents
Issuer
Science 37 Holdings, Inc.
CIK 0001819113
Entity typeother
Related Parties
1- filerCIK 0001887134
Filing Metadata
- Form type
- 4
- Filed
- Mar 11, 8:00 PM ET
- Accepted
- Mar 12, 10:08 AM ET
- Size
- 20.1 KB