4//SEC Filing
Murphy-Chutorian Douglas 4
Accession 0001104659-26-004504
CIK 0001554859other
Filed
Jan 15, 7:00 PM ET
Accepted
Jan 16, 3:21 PM ET
Size
20.1 KB
Accession
0001104659-26-004504
Insider Transaction Report
Form 4Exit
Murphy-Chutorian Douglas
DirectorCEO, interim CFO and Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-01-16−241,303→ 0 total(indirect: See footnote) - Disposition to Issuer
Stock Option (right to buy)
[F1][F4]2026-01-16+15,000→ 0 totalExercise: $17.78Exp: 2036-01-02→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F4]2026-01-16+25,000→ 0 totalExercise: $36.16Exp: 2035-05-02→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F4]2026-01-16+50,000→ 0 totalExercise: $58.94Exp: 2035-01-06→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F4]2026-01-16+15,000→ 0 totalExercise: $22.92Exp: 2034-05-10→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F4]2026-01-16+125,000→ 0 totalExercise: $8.00Exp: 2028-01-01→ Common Stock (125,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F4]2026-01-16+125,000→ 0 totalExercise: $1.72Exp: 2027-01-20→ Common Stock (125,000 underlying)
Footnotes (4)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger dated September 22, 2025 (the "Merger Agreement"), by and among the Issuer, Strive, Inc. ("Strive"), and Strive Merger Sub, Inc., a direct, wholly owned subsidiary of Strive ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer effective as of January 16, 2026 (the "Effective Time"), with the Issuer surviving such merger as a direct, wholly owned subsidiary of Strive (the "Merger").
- [F2]At the Effective Time, each share of Issuer common stock that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive a number of validly issued, fully paid and non-assessable shares of Strive Class A common stock equal to 21.05 (the "Exchange Ratio") and cash in lieu of any fractional shares of Strive Class A common stock any former holder of Issuer common stock would otherwise be entitled to receive, without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement.
- [F3]Shares are held in a family trust over which Dr. Murphy-Chutorian is co-Trustee with his spouse, and with whom he shares voting and investment power over such securities.
- [F4]At the Effective Time, each Issuer stock option that was outstanding immediately prior to the Effective Time, whether vested or unvested, was converted into an option to purchase, on the same terms and conditions, a number of shares of Strive Class A common stock, rounded down to the nearest whole share, determined by multiplying the number of shares of Issuer common stock subject to such Issuer stock option immediately prior to the Effective Time by the Exchange Ratio, at an exercise price per share of Strive Class A common stock, rounded up to the nearest whole cent, equal to the per share exercise price for the shares of Issuer common stock otherwise purchasable pursuant to such Issuer stock option immediately prior to the Effective Time divided by the Exchange Ratio.
Signature
/s/ Douglas Murphy-Chutorian|2026-01-16
Documents
Issuer
Semler Scientific, Inc.
CIK 0001554859
Entity typeother
Related Parties
1- filerCIK 0001594342
Filing Metadata
- Form type
- 4
- Filed
- Jan 15, 7:00 PM ET
- Accepted
- Jan 16, 3:21 PM ET
- Size
- 20.1 KB