View:
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 02/20/2014 |
3. Issuer Name and Ticker or Trading Symbol
Semler Scientific, Inc. [ SMLR ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Convertible Preferred Stock | (1) | (1) | Common Stock | 171,500 | (1) | D | |
| Series A Preferred Stock Warrant (right to buy)(2) | 07/01/2012 | 06/30/2015 | Common Stock | 68,625 | 4.5 | D | |
| Series A Preferred Stock Warrant (right to buy)(2) | 08/31/2012 | 06/30/2015 | Common Stock | 60,000 | 4.5 | D | |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. These securities are automatically convertible into Issuer's common stock on a one-for-one basis upon consummation of Issuer's initial public offering ("IPO") and have no expiration date. |
| 2. These warrants will be cashlessly exercised upon consummation of Issuer's IPO. |
| Remarks: |
| These securities are being reported by a group consisting of GPG SSF Investment, LLC, Green Park & Golf Ventures, LLC, Clay M. Heighten, M.D. and Carl D. Soderstrom. All of these securities are owned directly by GPG SSF Investment, LLC. These securities may be deemed to be beneficially owned by Green Park & Golf Ventures, LLC, as a managing partner of GPG SSF Investment, LLC, and Clay M. Heighten, M.D. and Carl D. Soderstrom, each as a principal of Green Park & Golf Ventures, LLC. |
| /s/ GPG SSF Investment, LLC, By: Carl D. Soderstrom, Managing Director of Green Park & Golf Ventures, LLC | 02/20/2014 | |
| /s/ Green Park & Golf Ventures, LLC, By: Carl D. Soderstrom, its Managing Director | 02/20/2014 | |
| /s/ Clay M. Heighten, M.D. | 02/20/2014 | |
| /s/ Carl D. Soderstrom | 02/20/2014 | |
| ** 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 5 (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. | ||