Drayton Virkler - Mar 31, 2023 Form 4 Insider Report for Certara, Inc. (CERT)

Role
PRESIDENT, REG & ACCES
Signature
/s/ Richard M. Traynor as attorney-in-fact for Drayton Virkler
Stock symbol
CERT
Transactions as of
Mar 31, 2023
Transactions value $
-$27,751
Form type
4
Date filed
4/3/2023, 05:44 PM
Previous filing
Oct 6, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CERT Common Stock Options Exercise $0 +3.99K +41.6% $0.00 13.6K Mar 31, 2023 Direct F1
transaction CERT Common Stock Tax liability -$27.8K -1.17K -8.59% $23.80 12.4K Mar 31, 2023 Direct F2

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 CERT Restricted Stock Units Options Exercise $0 -3.99K -33.33% $0.00 7.98K Mar 31, 2023 Common Stock 3.99K Direct F1
transaction CERT Restricted Stock Units Options Exercise $0 +23.6K $0.00 23.6K Apr 1, 2023 Common Stock 23.6K Direct F3
holding CERT Restricted Stock Units 6.02K Mar 31, 2023 Common Stock 6.02K Direct F4
holding CERT Restricted Stock Units 17.4K Mar 31, 2023 Common Stock 17.4K Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Each restricted stock unit ("RSU") was granted on April 1, 2022, under the Certara, Inc. 2020 Incentive Plan ("2020 Incentive Plan") and represents a right to receive one share of common stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on March 31, 2023. The remaining two-thirds of the RSUs are scheduled to vest and settle in two equal installments on April 1, 2024, and April 1, 2025.
F2 Represents RSUs withheld to satisfy the tax withholding obligations in connection with the vesting and settlement of RSUs, exempt under Rule 16b-3.
F3 Each RSU was granted on April 1, 2023, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent thereof. The RSUs will vest and settle in three equal installments on April 1, 2024, April 1, 2025, and April 1, 2026.
F4 Each RSU was granted on October 1, 2021, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on October 1, 2022. The remaining two-thirds of the RSUs are scheduled to vest and settle in two equal installments on October 1, 2023, and October 1, 2024.
F5 Each RSU was granted on October 4, 2022, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent thereof. The RSUs will vest and settle in three equal installments on October 4, 2023, October 4, 2024, and October 4, 2025.