Robert C. Faulkner - Mar 12, 2024 Form 4 Insider Report for Science 37 Holdings, Inc. (SNCE)

Signature
/s/ Robert C. Faulkner
Stock symbol
SNCE
Transactions as of
Mar 12, 2024
Transactions value $
-$154,048
Form type
4
Date filed
3/13/2024, 05:18 PM
Previous filing
Feb 6, 2024
Next filing
Mar 19, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SNCE Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$154K -26.8K -100% $5.75 0 Mar 12, 2024 Direct F1, F2, F4, F5

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 SNCE Stock Options (Right to Buy) Disposed to Issuer -2.07K -100% 0 Mar 12, 2024 Common Stock 2.07K $201.00 Direct F1, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert C. Faulkner is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The reported securities were 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 all outstanding shares of the Issuer's common stock ("Common Stock") at a purchase price of $5.75 per share, without interest and subject to applicable withholding taxes (the "Offer Price"), which such tender offer expired on March 11, 2024. 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.
F2 Each restricted stock unit represents a contingent right to receive one share of the Common Stock. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit that was outstanding 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 Common Stock subject to such restricted stock unit. This number includes 24,742 unvested restricted stock units.
F3 Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of Common Stock that was outstanding and unexercised 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.
F4 The securities were granted to Mr. Faulkner in connection with his service as a member of the Board of Directors of the Issuer. Mr. Faulkner, a managing director of Redmile Group, LLC ("Redmile"), was elected to the board of the Issuer as a representative of Redmile and its affiliates. Pursuant to the policies of Redmile, Mr. Faulkner held these securities as a nominee on behalf, and for the sole benefit, of Redmile and assigned all economic, pecuniary and voting rights in respect of the securities to Redmile. Mr. Faulkner has disclaimed beneficial ownership of the securities, and the filing of this Form 4 shall not be deemed an admission that Mr. Faulkner was the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F5 The securities may also have been deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green have disclaimed beneficial ownership of the securities except to the extent of their pecuniary interest therein, and this Form 4 shall not be deemed an admission that Redmile or Mr. Green was a beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

Mr. Faulkner was elected to the board of directors of the Issuer as a representative of Redmile and its affiliates. As a result, Redmile and Mr. Green were directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Immediately prior to the Effective Time, pursuant to the terms of the Merger Agreement, Mr. Faulkner resigned as a director of the Company, effective as of the Effective Time. On December 8, 2023, the Issuer effected a reverse stock split of its Common Stock at a ratio of 1-for-20. As a result of the reverse stock split, the shares of Common Stock, and the exercise price and shares of the Common Stock underlying outstanding equity awards, have been adjusted accordingly versus any amounts previously reported by the Reporting Persons.