Christine A. Pellizzari - 12 Mar 2024 Form 4 Insider Report for Science 37 Holdings, Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
12 Mar 2024, 10:07:49 UTC
Prior SEC filing
15 Aug 2023
Next SEC filing
18 Mar 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Christine Pellizzari

Key filing fact

Christine A. Pellizzari filed Form 4 for Science 37 Holdings, Inc. on 12 Mar 2024.

Key facts

  • This page summarizes Christine A. Pellizzari's Form 4 filing for Science 37 Holdings, Inc..
  • 4 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 12 Mar 2024, 10:07.

Change

  • Previous filing in this sequence was filed on 15 Aug 2023.
  • Current net transaction value: -$285,740.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SNCE transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
$83,829
Shares
-14,579
Change %
-100%
Price
$5.75
Shares after
0
Date
12 Mar 2024
Ownership
Direct
Footnotes
F1, F2
SNCE transaction

Common Stock

Disposed to Issuer

Transaction value
$201,911
Shares
-35,115
Change %
-100%
Price
$5.75
Shares after
0
Date
12 Mar 2024
Ownership
Direct
Footnotes
F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SNCE transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares
-37,222
Change %
-100%
Price
Shares after
0
Date
12 Mar 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
37,222
Exercise price
Footnotes
F3, F4
SNCE transaction Derivative

Earn-Out Right

Disposed to Issuer

Transaction value
Shares
-428
Change %
-100%
Price
Shares after
0
Date
12 Mar 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
428
Exercise price
Footnotes
F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Christine A. Pellizzari is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

Includes 125 shares acquired under the issuer's Employee Stock Purchase Plan and includes 78 shares that were inadvertently omitted from holdings on the Reporting Person's prior Form 4.

Footnote F2

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.

Footnote F3

Represents restricted stock units ("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.

Footnote F4

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.

Footnote F5

Pursuant to the Merger Agreement, at the Effective Time, all "Earn-Out Rights" (that is, all rights to receive Issuer Common Stock that were reserved for issuance as "Earn-Out Shares" pursuant to, and under the circumstances set forth in, Section 2.8 of the Agreement and Plan of Merger dated as of May 6, 2021 by and among the Issuer, LifeSci Acquisition II Corp. and LifeSci Acquisition II Merger Sub, Inc.) that were outstanding immediately prior to the Effective Time automatically were cancelled and ceased to exist at the Effective Time.

SEC remarks

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.

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