10/06/2026 | Press release | Distributed by Public on 10/06/2026 14:06
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
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 Options (Right to Buy) | $16.02 | 10/06/2026 | D | 27,500(3) | (3) | 10/15/2035 | Common Stock | 27,500 | (3) | 0 | D | ||||
| Stock Options (Right to Buy) | $43.91 | 10/06/2026 | D | 15,000(3) | (3) | 10/19/2032 | Common Stock | 15,000 | (4) | 0 | D | ||||
| Stock Options (Right to Buy) | $39.98 | 10/06/2026 | D | 15,000(3) | (3) | 10/18/2033 | Common Stock | 15,000 | (4) | 0 | D | ||||
| Stock Options (Right to Buy) | $33.29 | 10/06/2026 | D | 7,500(3) | (3) | 10/16/2034 | Common Stock | 7,500 | (4) | 0 | D | ||||
| Stock Options (Right to Buy) | $19.81 | 10/06/2026 | D | 7,000(3) | (3) | 12/11/2028 | Common Stock | 7,000 | (4) | 0 | D | ||||
| Stock Options (Right to Buy) | $32.57 | 10/06/2026 | D | 5,000(3) | (3) | 12/05/2029 | Common Stock | 5,000 | (4) | 0 | D | ||||
| Stock Options (Right to Buy) | $57.67 | 10/06/2026 | D | 9,300(3) | (3) | 12/07/2030 | Common Stock | 9,300 | (4) | 0 | D | ||||
| Stock Options (Right to Buy) | $37.89 | 10/06/2026 | D | 5,000(3) | (3) | 10/20/2031 | Common Stock | 5,000 | (4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Fiedler-Kelly Jill 600 PARK OFFICES DRIVE SUITE 300 #4134 DURHAM, NC 27713 |
President, Services Solutions | |||
| /s/ William Frederick, attorney-in-fact for Jill Fiedler-Kelly | 10/06/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of June 15, 2026 (the "Merger Agreement"), by and among Simulations Plus, Inc. (the "Issuer"), SP Evolution HoldCo II, LLC ("Parent") and SP Evolution BidCo II, LLC, a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. |
| (2) | At the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer ("Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares specified in the Merger Agreement) was automatically converted into the right to receive $18.50 in cash, without interest (the "Merger Consideration"). |
| (3) | Pursuant to the Merger Agreement, effective as of or immediately prior to the Effective Time, each option to purchase shares of Company Common Stock (each, a "Company Option") that was outstanding immediately prior to the Effective Time automatically vested in full and was canceled and converted into the right to receive an amount in cash, without interest, equal to (i) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of the Merger Consideration over the applicable exercise price per share of Company Common Stock subject to such Company Option. |
| (4) | Any such Company Option with a per share exercise price that was equal to or greater than the Merger Consideration was canceled by virtue of the Merger without any payment to the reporting person. |