Drayton Virkler - 31 Mar 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
Issuer symbol
CERT
Transactions as of
31 Mar 2023
Net transactions value
-$27,751
Form type
4
Filing time
03 Apr 2023, 17:44:00 UTC
Previous filing
06 Oct 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CERT Common Stock Options Exercise $0 +3,990 +42% $0.000000 13,581 31 Mar 2023 Direct F1
transaction CERT Common Stock Tax liability $27,751 -1,166 -8.6% $23.80 12,415 31 Mar 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 -3,990 -33% $0.000000 7,982 31 Mar 2023 Common Stock 3,990 Direct F1
transaction CERT Restricted Stock Units Options Exercise $0 +23,556 $0.000000 23,556 01 Apr 2023 Common Stock 23,556 Direct F3
holding CERT Restricted Stock Units 6,024 31 Mar 2023 Common Stock 6,024 Direct F4
holding CERT Restricted Stock Units 17,440 31 Mar 2023 Common Stock 17,440 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.