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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
iSpecimen Inc. [ ISPC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 06/17/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 | 06/17/2021 | P | 100 | A | $6.27 | 1,310,624(4) | D | |||
Common Stock | 06/23/2021 | P | 400 | A | $6.52 | 1,311,024 | D | |||
Common Stock | 11/08/2021 | P | 1,000 | A | $5.73 | 1,312,024 | I | By Wingood Capital LLC | ||
Common Stock | 11/10/2021 | P | 500 | A | $5.85 | 1,312,524 | D | |||
Common Stock | 11/15/2021 | P | 500 | A | $5.29 | 1,313,024 | D | |||
Common Stock | 11/15/2021 | P | 500 | A | $5.3 | 1,313,524 | D | |||
Common Stock | 11/16/2021 | P | 1,000 | A | $5.19 | 1,314,524 | I | By Wingood Capital LLC |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 | ||||||||
Non-Qualified Stock Options(1) | (1) | 07/30/2021 | 06/21/2021 | A | 13,525 | (1) | (1) | Common Stock | 13,525 | (3) | 13,525 | D | |||
Restricted Stock Units(2) | (2) | 07/30/2021 | 06/21/2021 | A | 2,500 | (2) | (2) | Common Stock | 2,500 | (3) | 2,500 | D |
Explanation of Responses: |
1. Each non-qualified stock option ("NSO") represents a contingent right to receive one share of common stock at settlement subject to the terms and conditions set forth in the award of such NSOs by iSpecimen Inc. (the "Company") to the Reporting Person pursuant to a Nonqualified Stock Option Award Agreement (the "NSO Agreement") under the iSpecimen Inc. 2021 Amended and Restated Stock Incentive Plan, as amended. The NSOs has a vesting term of three years with a one-year cliff (i.e. 33.33% of the NSOs vest on June 21, 2022, and the rest of the NSOs vest in equal quarterly installments on September 21, 2022 and each December 21, March 21, June 21 and September 21 until June 21, 2024), subject to the terms and conditions set forth in the NSO Agreement. |
2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock at settlement subject to the terms and conditions set forth in the award of such RSUs by the Company to the Reporting Person pursuant to a Restricted Stock Unit Award Agreement (the "RSU Agreement"). The RSUs vest in four equal quarterly installments on September 21, 2021, December 21, 2021, March 21, 2022 and June 21, 2022, subject to the terms and conditions set forth in the RSU Agreement. |
3. The derivative securities were awarded as compensation to the Reporting Person for his service as the director of the Company. |
4. Including 1,310,524 shares of common stock acquired by the Reporting Person on June 21, 2021, as reported in the Form 4 filed with the Securities and Exchange Commission on June 23, 2021. |
/s/ Andrew L. Ross | 11/29/2021 | |
** 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. |