Nicolette D. Sherman - Apr 1, 2024 Form 4 Insider Report for Certara, Inc. (CERT)

Role: CHIEF HUMAN RESOURCES OFFICER
Signature: /s/ Richard M. Traynor, as Attorney-in-Fact for Nicolette D. Sherman
Stock symbol: CERT
Transactions as of: Apr 1, 2024
Transactions value $: -$46,095
Form type: 4
Date filed: 4/3/2024, 05:05 PM
Previous filing: Mar 6, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CERT	Common Stock	Options Exercise	$0	+3.99K	+21.32%	$0.00	22.7K	Apr 1, 2024	Direct	F1, F2
transaction	CERT	Common Stock	Tax liability	-$22.4K	-1.25K	-5.51%	$17.88	21.5K	Apr 1, 2024	Direct	F2, F3
transaction	CERT	Common Stock	Options Exercise	$0	+4.23K	+19.71%	$0.00	25.7K	Apr 1, 2024	Direct	F2, F4
transaction	CERT	Common Stock	Tax liability	-$23.7K	-1.33K	-5.16%	$17.88	24.4K	Apr 1, 2024	Direct	F2, F3

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	-50%	$0.00	3.99K	Apr 1, 2024	Common Stock	3.99K		Direct	F1
transaction	CERT	Restricted Stock Units	Options Exercise	$0	-4.23K	-33.33%	$0.00	8.46K	Apr 1, 2024	Common Stock	4.23K		Direct	F4
transaction	CERT	Restricted Stock Units	Award	$0	+15.2K		$0.00	15.2K	Apr 1, 2024	Common Stock	15.2K		Direct	F5

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

Explanation of Responses:

Id	Content
F1	Each RSU was granted on April 1, 2022, under the Certara, Inc. ("Certara") 2020 Incentive Plan (the "2020 Incentive Plan") and represents a right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on March 31, 2023. One-third of the RSUs vested and were settled on April 1, 2024. The remaining one-third of the RSUs are scheduled to vest and settle on April 1, 2025.
F2	The total reported in Column 5 includes 3,369 RSUs which was previously reported in Table 1 of Form 4.
F3	Represents RSUs of Certara withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes, 1 and 4, exempt under Rule 16b-3.
F4	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. One-third of the RSUs vested and were settled on April 1, 2024. The remaining two-thirds of the RSUs are scheduled to vest and settle in equal parts on April 1, 2025 and April 1, 2026.
F5	Each RSU was granted on April 1, 2024, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. The RSUs will vest and settle in three equal installments on April 1, 2025, April 1, 2026 and April 1, 2027.