0001104659-24-034011.txt : 20240313 0001104659-24-034011.hdr.sgml : 20240313 20240313171759 ACCESSION NUMBER: 0001104659-24-034011 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: Redmile Group, LLC CENTRAL INDEX KEY: 0001425738 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39727 FILM NUMBER: 24747016 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-489-9980 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Jeremy CENTRAL INDEX KEY: 0001650527 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39727 FILM NUMBER: 24747015 MAIL ADDRESS: STREET 1: 45 W. 27TH STREET, FLOOR 11 CITY: NEW YORK STATE: NY ZIP: 10001 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 tm248657-2_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-03-12 1 0001819113 Science 37 Holdings, Inc. SNCE 0001425738 Redmile Group, LLC ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 SAN FRANCISCO CA 94129 0 0 0 1 Former 10% Owner and Director 0001650527 Green Jeremy C/O REDMILE GROUP, LLC (NY OFFICE) 45 W. 27TH STREET, FLOOR 11 NEW YORK NY 10001 0 0 0 1 Former 10% Owner and Director 0 Common Stock 2024-03-12 4 U 0 1017203 5.75 D 0 I See Footnotes Stock Options (Right to Buy) 201.00 2024-03-12 4 D 0 2068 D Common Stock 2068 0 I See Footnotes Earn-Out Right 2024-03-12 4 D 0 95765 D Common Stock 95765 0 I See Footnotes 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. On March 12, 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 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. Pursuant to the Merger Agreement, at the Effective Time, all "Earn-Out Rights" (that is, all rights to receive the Issuer's Common Stock that were reserved for issuance as "Earn-Out Shares" pursuant to, and under the circumstances set forth in, Section 2.8 of the Agreement and Plan of Merger dated as of May 6, 2021 by and among the Issuer, LifeSci Acquisition II Corp. and LifeSci Acquisition II Merger Sub, Inc.) that were outstanding immediately prior to the Effective Time automatically were cancelled and ceased to exist at the Effective Time. Certain of these securities were granted to Mr. Faulkner, a managing director of Redmile Group, LLC ("Redmile"), in connection with his service as a member of the Board of Directors of the Issuer. Pursuant to the policies of Redmile and its affiliates, 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. Other than the reported securities that were granted to Mr. Faulkner, the common stock of the Issuer reported herein was directly owned by the certain private investment vehicles managed by Redmile (each, a "Redmile Fund"), and may have been deemed beneficially owned by Redmile as investment manager of the Redmile Funds. The reported securities may also have been deemed beneficially owned by Jeremy Green as the principal of Redmile. Each of Redmile and Mr. Green (collectively, the "Reporting Persons") disclaimed beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that either of the Reporting Persons was a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Mr. Faulkner, formerly a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile and its affiliates. As a result, the Reporting Persons 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. By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC 2024-03-13 /s/ Jeremy Green 2024-03-13