Thermo Fisher Scientific Inc. - Mar 12, 2024 Form 4 Insider Report for Science 37 Holdings, Inc. (SNCE)

Role
10%+ Owner
Signature
Thermo Fisher Scientific Inc., /s/ Michael Boxer, Senior Vice President and General Counsel
Stock symbol
SNCE
Transactions as of
Mar 12, 2024
Transactions value $
-$4,996,693
Form type
4
Date filed
3/14/2024, 04:25 PM
Previous filing
Dec 27, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SNCE Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$5M -869K -100% $5.75 0 Mar 12, 2024 See footnote F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Thermo Fisher Scientific Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 For the reasons discussed in the Remarks below, this and a separate Form 4 filed today are being jointly filed by and on behalf of each of the persons listed in footnote 2 (the "Reporting Persons"). The Reporting Persons are making these joint filings because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
F2 Reporting Persons: (i) Pharmaceutical Product Development, LLC ("Pharma LLC"); (ii) Wildcat Acquisition Holdings (UK) Limited ("Wildcat"); (iii) Jaguar Holding Company II ("Jaguar II"); (iv) Jaguar Holding Company I, LLC ("Jaguar I"); (v) Eagle Holding Company II, LLC ("Eagle II"); (vi) PPD, Inc. ("PPD"); (vii) Thermo Fisher Scientific Powder US Holdings Corp. ("Powder Holdings"); (viii) Thermo Fisher Scientific US Holdings Ltd ("US Holdings"); (ix) Thermo Fisher Scientific Powder Holdings II Ltd ("Powder Holdings II"); (x) Thermo Fisher Scientific Powder Holdings IV Ltd ("Powder Holdings IV"); (xi) Thermo Fisher Scientific Powder Holdings I Ltd ("Powder Holdings I"); (xii) Thermo Fisher Scientific Powder Holdings III Ltd ("Powder Holdings III"); (xiii) Spectra-Physics Holdings USA, LLC; (xiv); Fisher Scientific Worldwide Inc. ("Worldwide"); (xv) Fisher Scientific International LLC ("Scientific International"); and (xvi) Thermo Fisher Scientific Inc. ("Thermo Fisher").
F3 The referenced shares of common stock, par value $0.0001 per share, of Science 37 Holdings, Inc. (the "Issuer") were held of record by Pharma LLC. The Reporting Persons' ownership of Pharma LLC is summarized as follows here and in footnote 4. Wildcat is the sole member of Pharma LLC; Jaguar II is the sole shareholder of Wildcat; Jaguar I is the sole shareholder of Jaguar II; Eagle II is the sole member of Jaguar I; PPD is the sole member of Eagle II; Powder Holdings is the sole shareholder of PPD; US Holdings is the sole shareholder of Powder Holdings; Powder Holdings II is the sole shareholder of US Holdings; Powder Holdings IV and Powder Holdings I are the 11.76% shareholder and the 88.24% shareholder, respectively, of Powder Holdings II.
F4 Powder Holdings III is the sole shareholder of Powder Holdings IV; Spectra-Physics is the sole shareholder of Powder Holdings I; Worldwide is the sole member of Spectra-Physics; Scientific International is the sole shareholder of Worldwide; Scientific International is the sole shareholder of Powder Holdings III; and Thermo Fisher is the sole member of Scientific International. By virtue of such relationships and the relationships discussed in footnote 3, each of the Reporting Persons may be deemed to have beneficial ownership over the shares of common stock discussed in footnote 3.
F5 Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein.

Remarks:

Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same classes of securities of the same Issuer by the joint filers named in footnote 2 above. Each Form 4 will be filed by Thermo Fisher. On December 8, 2023, the Issuer effected a reverse stock split of its common stock at a ratio of 1-for-20 (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the shares of Issuer common stock have been adjusted accordingly.