Jonathan Cotliar - Oct 6, 2021 Form 4 Insider Report for Science 37 Holdings, Inc. (SNCE)

Role: Chief Medical Officer
Signature: /s/ Christine Pellizzari, Attorney-in-Fact for Jonathan Cotliar
Stock symbol: SNCE
Transactions as of: Oct 6, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/12/2021, 09:57 PM
Next filing: Feb 25, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SNCE	Earn-Out Right	Award		+108K			108K	Oct 6, 2021	Common Stock	108K		Direct	F1, F2
transaction	SNCE	Stock Option	Award	$0	+443K		$0.00	443K	Oct 7, 2021	Common Stock	443K	$10.05	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On October 6, 2021, pursuant to the Agreement and Plan of Merger, dated May 6, 2021 (the "Merger Agreement"), LifeSci Acquisition II Corp. (the "Issuer"), LifeSci Acquisition II Merger Sub, Inc. ("Merger Sub") and Science 37, Inc. ("Legacy Science 37") consummated a business combination (the "Business Combination"), in which Merger Sub merged with and into Legacy Science 37 with Legacy Science 37 surviving such merger as a wholly-owned subsidiary of the Issuer, which subsequently changed its name to "Science 37 Holdings, Inc."
F2	Pursuant to the terms of the Merger Agreement, former holders of Legacy Science 37 common stock and former holders of Legacy Science 37 options are entitled to receive their pro rata share of up to 12,500,000 additional shares of the Issuer's Common Stock (the "Earn-Out Shares") if, within the three-year period following the closing date of the Merger Agreement, the volume weighted average price of Issuer's Common Stock equals or exceeds certain thresholds. Of the Earn-Out Shares, forty percent will be issued if the volume weighted average price of the Common Stock equals or exceeds $15.00 per share for a period of at least 20 days out of 30 consecutive trading days, and the remaining sixty percent will be issued if the volume weighted average price of the Issuer's Common Stock equals or exceeds $20.00 per share for a period of at least 20 days out of 30 consecutive trading days. The issuance of such shares are subject to certain adjustments set forth in the Merger Agreement.
F3	The Stock Option shall vest and become exercisable as to 25% of the shares of Common Stock subject thereto on October 7, 2022, and the remaining underlying shares will vest in equal monthly installments until fully vested on October 7, 2025, subject to the grantee's continued service as a Service Provider through each applicable vesting date.