| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Semler Scientific, Inc. [ SMLR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/03/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/03/2019 | G | V | 600,000 | D | $0 | 711,134 | D(1)(2) | ||
| Common Stock | 09/03/2019 | G | V | 300,000 | A | $0 | 300,000 | D(2)(3) | ||
| Common Stock | 09/03/2019 | G | V | 300,000 | A | $0 | 300,000 | D(2)(4) | ||
| Common Stock | 10/09/2019 | G | V | 300,000 | D | $0 | 411,134 | D(1)(5) | ||
| Common Stock | 10/09/2019 | G | V | 150,000 | D | $0 | 450,000 | D(5)(6) | ||
| Common Stock | 10/09/2019 | G | V | 150,000 | D | $0 | 450,000 | D(5)(7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Shares are held directly by William H.C. Chang & Diana Shon Chang TTEE Chang Family Trust U/A DTD 10/23/2006 (the "Trust"). |
| 2. On September 3, 2019 the Trust contributed an aggregate 600,000 shares of the Issuer's common stock to six separate grantor retained annuity trusts ("GRATS"), 100,000 shares each, for which Mrs. Chang acts as sole Trustee of three GRATs and has retained sole voting and dispositive power as to 300,000 shares, and for which Mr. Chang acts as sole Trustee of three GRATs and has retained sole voting and dispositive power as to 300,000 shares. |
| 3. Shares are held in three GRATs, for which Mr. Chang acts as sole Trustee and has voting and investment control. |
| 4. Shares are held in three GRATs, for which Mrs. Chang acts as sole Trustee and has voting and investment control. |
| 5. On October 9, 2019 the Trust contributed an aggregate 300,000 shares of the Issuer's common stock to six separate GRATS, 50,000 shares each, for which Mrs. Chang acts as sole Trustee of three GRATs and has retained sole voting and dispositive power as to 150,000 shares, and for which Mr. Chang acts as sole Trustee of three GRATs and has retained sole voting and dispositive power as to 150,000 shares. |
| 6. Shares are held in three GRATs (separate from those referenced in footnote 3), for which Mr. Chang acts as sole Trustee and has voting and investment control. |
| 7. Shares are held in three GRATs (separate from those referenced in footnote 4), for which Mrs. Chang acts as sole Trustee and has voting and investment control. |
| /s/ William H.C. Chang, Co-Trustee | 11/14/2019 | |
| /s/ William H.C. Chang | 11/14/2019 | |
| /s/ Diana Shon Chang | 11/14/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||