| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SNCE | Common Stock | +Options Exercise | $0 | +8,713 | +246.13% | $0.00 | 12,253 | Mar 10, 2024 | Direct | F1 |
| transaction | SNCE | Common Stock | -Tax liability | -$17,224 | -3,006 | -24.53% | $5.73 | 9,247 | Mar 10, 2024 | Direct | F2 |
| transaction | SNCE | Common Stock | -Disposition pursuant to a tender of shares in a change of control transaction | -$53,170 | -9,247 | -100% | $5.75 | 0 | Mar 12, 2024 | Direct | F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SNCE | Restricted Stock Units | -Options Exercise | $0 | -8,713 | -33.33% | $0.00 | 17,426 | Mar 10, 2024 | Common Stock | 8,713 | Direct | F4, F5 | |
| transaction | SNCE | Restricted Stock Units | -Disposed to Issuer | -52,168 | -100% | 0 | Mar 12, 2024 | Common Stock | 52,168 | Direct | F6, F7 |
Michael Shipton is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Acquisition of Issuer Common Stock (as defined below) resulting from vesting of the restricted stock units ("RSUs") granted to Mr. Shipton on March 10, 2023. |
| F2 | Disposition of Issuer Common Stock resulting from the withholding of securities for the payment of tax liability relating to the vesting of RSUs granted to Mr. Shipton on March 10, 2023. |
| F3 | This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 28, 2024, among the Issuer, eMed, LLC, a Delaware limited liability company ("Parent"), and Marlin Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer ("Issuer Common Stock") at a purchase price of $5.75 per share, without interest and subject to applicable withholding taxes (the "Offer Price"). After completion of the tender offer, Merger Sub merged with and into the Issuer, effective as of March 12, 2024 (such date and time of such merger, the "Effective Time"). These shares of Issuer Common Stock were tendered for purchase pursuant to the tender offer. |
| F4 | Each RSU represented a contingent right to receive one share of Issuer Common Stock. |
| F5 | On March 10, 2023, Mr. Shipton was granted RSUs representing 26,139 shares subject to a three-year vesting schedule, vesting 33 1/3% on the first, second and third anniversaries of the grant date, with 50% of the RSUs subject to accelerated vesting upon the attainment of certain performance objectives, in each case subject to continuous employment through the applicable vesting date. As RSUs, the vested units are automatically converted to shares of Issuer Common Stock on a one-for-one basis on the vesting date. |
| F6 | Represents all RSUs granted to the Reporting Person. Each RSU represented a contingent right to receive one share of Issuer Common Stock upon vesting of the RSU. |
| F7 | Pursuant to the Merger Agreement, at the Effective Time, each RSU that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive a cash payment (without interest and subject to any applicable tax withholding) equal to (A) the Offer Price, multiplied by (B) the number of shares of Issuer Common Stock subject to such RSU. |
On December 8, 2023, the Issuer effected a reverse stock split of Issuer Common Stock at a ratio of 1-for-20 (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the shares of Issuer Common Stock, and the exercise price and shares of Issuer Common Stock underlying outstanding equity awards, have been adjusted accordingly versus any amounts previously reported by the Reporting Person.