0001104659-24-034013.txt : 20240313 0001104659-24-034013.hdr.sgml : 20240313 20240313171819 ACCESSION NUMBER: 0001104659-24-034013 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240312 FILED AS OF DATE: 20240313 DATE AS OF CHANGE: 20240313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Faulkner Robert C. CENTRAL INDEX KEY: 0001831991 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39727 FILM NUMBER: 24747020 MAIL ADDRESS: STREET 1: C/O REDMILE GROUP STREET 2: ONE LETTERMAN DRIVE, BUILDING D, SUITE D CITY: SAN FRANCISCO STATE: CA ZIP: 94129 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Science 37 Holdings, Inc. CENTRAL INDEX KEY: 0001819113 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 844278203 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 PARK OFFICES DRIVE STREET 2: SUITE 3606 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 BUSINESS PHONE: (984) 377-3737 MAIL ADDRESS: STREET 1: 800 PARK OFFICES DRIVE STREET 2: SUITE 3606 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 FORMER COMPANY: FORMER CONFORMED NAME: Lifesci Acquisition II Corp. DATE OF NAME CHANGE: 20200723 4 1 tm248657-3_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-03-12 1 0001819113 Science 37 Holdings, Inc. SNCE 0001831991 Faulkner Robert C. C/O REDMILE GROUP, LLC ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 SAN FRANCISCO CA 94129 0 0 0 1 Former Director 0 Common Stock 2024-03-12 4 U 0 26791 5.75 D 0 D Stock Options (Right to Buy) 201.00 2024-03-12 4 D 0 2068 D Common Stock 2068 0 D 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. 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. 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. 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. 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. 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. /s/ Robert C. Faulkner 2024-03-13