4//SEC Filing
Shipton Michael 4
Accession 0001819113-24-000024
CIK 0001819113other
Filed
Mar 11, 8:00 PM ET
Accepted
Mar 12, 10:09 AM ET
Size
14.8 KB
Accession
0001819113-24-000024
Insider Transaction Report
Form 4
Shipton Michael
Chief Commercial Officer
Transactions
- Exercise/Conversion
Common Stock
2024-03-10+8,713→ 12,253 total - Disposition from Tender
Common Stock
2024-03-12$5.75/sh−9,247$53,170→ 0 total - Disposition to Issuer
Restricted Stock Units
2024-03-12−52,168→ 0 total→ Common Stock (52,168 underlying) - Tax Payment
Common Stock
2024-03-10$5.73/sh−3,006$17,224→ 9,247 total - Exercise/Conversion
Restricted Stock Units
2024-03-10−8,713→ 17,426 total→ Common Stock (8,713 underlying)
Footnotes (7)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]Each RSU represented a contingent right to receive one share of Issuer Common Stock.
- [F5]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.
- [F6]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.
- [F7]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.
Documents
Issuer
Science 37 Holdings, Inc.
CIK 0001819113
Entity typeother
Related Parties
1- filerCIK 0001944936
Filing Metadata
- Form type
- 4
- Filed
- Mar 11, 8:00 PM ET
- Accepted
- Mar 12, 10:09 AM ET
- Size
- 14.8 KB