Richard M. Traynor - Apr 1, 2024 Form 4 Insider Report for Certara, Inc. (CERT)

Role
SVP AND GENERAL COUNSEL
Signature
/s/ Richard M. Traynor
Stock symbol
CERT
Transactions as of
Apr 1, 2024
Transactions value $
-$165,643
Form type
4
Date filed
4/3/2024, 05:08 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 Tax liability -$30.8K -1.72K -1.02% $17.88 168K Apr 1, 2024 Direct F1, F2, F3
transaction CERT Common Stock Options Exercise $0 +6.65K +3.96% $0.00 174K Apr 1, 2024 Direct F4
transaction CERT Common Stock Tax liability -$40.1K -2.25K -1.29% $17.88 172K Apr 1, 2024 Direct F2
transaction CERT Common Stock Options Exercise $0 +6.64K +3.86% $0.00 179K Apr 1, 2024 Direct F5
transaction CERT Common Stock Tax liability -$40.7K -2.28K -1.27% $17.88 177K Apr 1, 2024 Direct F2
transaction CERT Common Stock Sale -$54K -3K -1.7% $18.00 174K Apr 1, 2024 Direct F6

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 -6.65K -50% $0.00 6.65K Apr 1, 2024 Common Stock 6.65K Direct F4
transaction CERT Restricted Stock Units Options Exercise $0 -6.64K -33.33% $0.00 13.3K Apr 1, 2024 Common Stock 6.64K Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Each RSU was granted on April 1, 2021, under the Certara, Inc. ("Certara") 2020 Incentive Plan (the "2020 Incentive Plan") and represents the right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on April 1, 2022. One-third of the RSUs vested and were settled on March 31, 2023. The remaining one-third of the RSUs vested and were settled on April 1, 2024.
F2 Represents RSUs of Certara withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes, 1, 4, and 5, exempt under Rule 16b-3.
F3 The total reported in Column 5 includes 5,495 RSUs which was previously reported in Table 1 of Form 4.
F4 Each RSU was granted on April 1, 2022, 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 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.
F5 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.
F6 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 11, 2023.