Key facts
- This page summarizes Emily Rollins's Form 4 filing for Science 37 Holdings, Inc..
- 3 reported transactions and 2 derivative rows are listed below.
- Accepted by SEC: 12 Mar 2024, 10:06.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
Disposition pursuant to a tender of shares in a change of control transaction
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
Disposed to Issuer
Disposed to Issuer
Additional SEC filing notes
Section 16 status
Emily Rollins is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Footnote F1
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 F2
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 F3
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 F4
Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of Issuer Common Stock that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was equal to or greater than the Offer Price was cancelled with no consideration payable in respect thereof.
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.