Christine A. Pellizzari - Oct 6, 2021 Form 4 Insider Report for Science 37 Holdings, Inc. (SNCE)

Role
Chief Legal Officer
Signature
/s/ Christine Pellizzari
Stock symbol
SNCE
Transactions as of
Oct 6, 2021
Transactions value $
$0
Form type
4
Date filed
10/12/2021, 09:58 PM
Previous filing
Jul 6, 2021
Next filing
Jan 11, 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 +8.54K 8.54K Oct 6, 2021 Common Stock 8.54K Direct F1, F2
transaction SNCE Stock Option Award $0 +247K $0.00 247K Oct 7, 2021 Common Stock 247K $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 July 8, 2022, and the remaining underlying shares will vest in equal monthly installments until fully vested on July 8, 2025, subject to the grantee's continued service as a Service Provider through each applicable vesting date.