SEC Form 4
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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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). |
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Check this box to indicate that a 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). See Instruction 10. |
1. Name and Address of Reporting Person*
C/O SEMLER SCIENTIFIC, INC. |
2340-2348 WALSH AVENUE, SUITE 2344 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Semler Scientific, Inc.
[ SMLR ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X |
Director |
X |
10% Owner |
X |
Officer (give title below) |
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Other (specify below) |
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CEO |
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3. Date of Earliest Transaction
(Month/Day/Year) 05/10/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Stock Option (right to buy) |
$22.92
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05/10/2024 |
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A |
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15,000 |
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05/10/2034 |
Common Stock |
15,000 |
$0
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15,000 |
D |
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Explanation of Responses: |
Remarks: |
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/s/ Renae Cormier, attorney-in-fact |
05/14/2024 |
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** 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. |
Exhibit 24
POWER OF ATTORNEY
Know all by these presents,
that the undersigned hereby makes, constitutes and appoints each of Renae Cormier and Ravi Pokuri, each acting individually, as the undersigned’s
true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place, and stead
of the undersigned to:
(1) execute for and
on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or 10% stockholder of Semler Scientific, Inc.
(the “Company”), Forms 3, 4, and 5 (including amendments thereto) in accordance with Section 16(a) of the
U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and a Form ID,
Uniform Application for Access Codes to File on EDGAR, and any other forms or reports the undersigned may be required to file in connection
with the undersigned’s ownership, acquisition, or disposition of securities of the Company;
(2) do and perform any
and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4,
or 5, or Form ID or other form or report, and timely file such form or report (in each case, including amendments thereto) with
the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action
of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants
to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities
to comply with Section 16 of the Exchange Act.
The undersigned agrees that
each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact.
The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in fact against any losses, claims, damages,
or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts
in the information provided by the undersigned to such attorney-in fact for purposes of executing, acknowledging, delivering or filing
Forms 3, 4, or 5 (including amendments thereto) or Form ID.
This Power of Attorney supersedes
any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof (“Prior
Powers of Attorney”), and the authority of the attorney-in-fact named in any Prior Powers of Attorney is hereby revoked.
This Power of Attorney shall
remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, or 5 with respect to the undersigned’s
holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined in the
first paragraph hereof dated as of a later date.
IN WITNESS WHEREOF, the undersigned
has caused this Power of Attorney to be executed as of this 31st day of July, 2023 .
/s/ Douglas Murphy-Chutorian |
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Printed Name: Douglas Murphy-Chutorian |
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Exhibit 24
POWER OF ATTORNEY
Know all by these presents,
that the undersigned hereby makes, constitutes and appoints each of Renae Cormier and Ravi Pokuri, each acting individually, as the undersigned’s
true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place, and stead
of the undersigned to:
(1) execute for and
on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or 10% stockholder of Semler Scientific, Inc.
(the “Company”), Forms 3, 4, and 5 (including amendments thereto) in accordance with Section 16(a) of the
U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and a Form ID,
Uniform Application for Access Codes to File on EDGAR, and any other forms or reports the undersigned may be required to file in connection
with the undersigned’s ownership, acquisition, or disposition of securities of the Company;
(2) do and perform any
and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4,
or 5, or Form ID or other form or report, and timely file such form or report (in each case, including amendments thereto) with
the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action
of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants
to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities
to comply with Section 16 of the Exchange Act.
The undersigned agrees that
each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact.
The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in fact against any losses, claims, damages,
or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts
in the information provided by the undersigned to such attorney-in fact for purposes of executing, acknowledging, delivering or filing
Forms 3, 4, or 5 (including amendments thereto) or Form ID.
This Power of Attorney supersedes
any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof (“Prior
Powers of Attorney”), and the authority of the attorney-in-fact named in any Prior Powers of Attorney is hereby revoked.
This Power of Attorney shall
remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, or 5 with respect to the undersigned’s
holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined in the
first paragraph hereof dated as of a later date.
IN WITNESS WHEREOF, the undersigned
has caused this Power of Attorney to be executed as of this 31st day of July, 2023 .
/s/ Douglas Murphy-Chutorian |
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Printed Name: Douglas Murphy-Chutorian |
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Semier Scientific (NASDAQ:SMLR)
過去 株価チャート
から 6 2024 まで 7 2024
Semier Scientific (NASDAQ:SMLR)
過去 株価チャート
から 7 2023 まで 7 2024