4//SEC Filing
SEMLER ERIC 4
Accession 0001104659-26-004506
CIK 0001554859other
Filed
Jan 15, 7:00 PM ET
Accepted
Jan 16, 3:22 PM ET
Size
21.8 KB
Accession
0001104659-26-004506
Insider Transaction Report
Form 4Exit
SEMLER ERIC
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-16−636,346→ 0 total - Disposition to Issuer
Common Stock
[F1][F2][F3]2026-01-16−77,771→ 0 total(indirect: See footnote) - Disposition to Issuer
Stock Option (right to buy)
[F1][F4]2026-01-16+4,000→ 0 totalExercise: $17.78Exp: 2036-01-02→ Common Stock (4,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F4]2026-01-16+4,000→ 0 totalExercise: $36.16Exp: 2035-05-02→ Common Stock (4,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F4]2026-01-16+75,000→ 0 totalExercise: $36.16Exp: 2027-05-28→ Common Stock (75,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F4]2026-01-16+8,000→ 0 totalExercise: $58.94Exp: 2035-01-06→ Common Stock (8,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F4]2026-01-16+150,000→ 0 totalExercise: $58.94Exp: 2027-01-29→ Common Stock (150,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F4]2026-01-16+12,375→ 0 totalExercise: $23.32Exp: 2026-05-24→ Common Stock (12,375 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]Securities owned directly by TCS Capital Advisors, LLC ("TCS Advisors"). Mr. Semler, by virtue of his position as the managing member of TCS Capital Management LLC, the investment advisor of TCS Advisors, may be deemed to beneficially own the securities owned directly by TCS Advisors. Mr. Semler expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [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, attorney-in-fact|2026-01-16
Documents
Issuer
Semler Scientific, Inc.
CIK 0001554859
Entity typeother
Related Parties
1- filerCIK 0001162095
Filing Metadata
- Form type
- 4
- Filed
- Jan 15, 7:00 PM ET
- Accepted
- Jan 16, 3:22 PM ET
- Size
- 21.8 KB