01/16/2026 | Press release | Distributed by Public on 01/16/2026 17:01
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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 Option (Right to Buy) | $1.11(3) | 01/16/2026 | A | 260,493(3) | (4) | 05/24/2026 | Class A Common Stock | 260,493(3) | (3) | 260,493 | D | ||||
| Stock Option (Right to Buy) | $2.8(3) | 01/16/2026 | A | 3,157,500(3) | (4) | 01/29/2027 | Class A Common Stock | 3,157,500(3) | (3) | 3,157,500 | D | ||||
| Stock Option (Right to Buy) | $1.72(3) | 01/16/2026 | A | 1,578,750(3) | (4) | 05/28/2027 | Class A Common Stock | 1,578,750(3) | (3) | 1,578,750 | D | ||||
| Stock Option (Right to Buy) | $2.8(3) | 01/16/2026 | A | 168,400(3) | (4) | 01/06/2035 | Class A Common Stock | 168,400(3) | (3) | 168,400 | D | ||||
| Stock Option (Right to Buy) | $1.72(3) | 01/16/2026 | A | 84,200(3) | (4) | 05/02/2035 | Class A Common Stock | 84,200(3) | (3) | 84,200 | D | ||||
| Stock Option (Right to Buy) | $0.85(3) | 01/16/2026 | A | 84,200(3) | (4) | 01/02/2036 | Class A Common Stock | 84,200(3) | (3) | 84,200 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SEMLER ERIC C/O STRIVE, INC. 200 CRESCENT COURT SUITE 1400 DALLAS, TX 75201 |
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| /s/ Brian Logan Beirne, attorney-in-fact for Eric Semler | 01/16/2026 | |
| **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) | On January 16, 2026, in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of September 22, 2025, by and among the Registrant and Semler Scientific, Inc., a Delaware corporation ("Semler," and such merger, the "Merger"), each share of Semler common stock held by the Reporting Person was cancelled and converted into the Reporting Person's right to receive 21.05 shares of Class A Common Stock, par value $0.001 per share, of the Registrant (the "Class A Common Stock"). |
| (2) | Represents securities owned directly by TCS Capital Advisors, LLC ("TCS Advisors"). The Reporting Person, by virtue of his position as the managing member of TCS Capital Management, LLC, the investment advisor of TCS Advisors, may be deemed to beneficially own the securities owned directly by TCS Advisors. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| (3) | On January 16, 2026, in connection with the Merger, each outstanding stock option in respect of the common stock of Semler held by the Reporting Person (each, a "Semler Option") was converted into a right to purchase shares of Class A Common Stock (the "Converted Options") on substantially the same terms and conditions as the Semler Options, except that (i) the number of shares of Semler common stock subject to each such Converted Option equals (x) the number of shares of Semler common stock subject to each such Semler Option, multiplied by (y) 21.05, rounded down to the nearest whole share of Class A Common Stock, (ii) the per share exercise price for each such Converted Option equals (x) the per share exercise price of such Semler Option, divided by (y) 21.05, rounded up to the nearest whole cent and (iii) the Converted Options will be fully vested as of the closing of the Merger. |
| (4) | This Converted Option is fully vested and exercisable. |