SEC FORM 4 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Gupta Dinesh C.

(Last) (First) (Middle)
777 NORTH 1ST STREET
SUITE 720

(Street)
SAN JOSE CA 95112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Semler Scientific, Inc. [ SMLR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/26/2014 C(1) 105,556 A (1) 105,556 I By Satwik Mezzanine Fund I, LLC(3)
Common Stock 02/26/2014 C(1) 11,111 A (1) 11,111 I By Satwik Ventures I, LLC Defined Benefit Pension Plan(4)
Common Stock 02/26/2014 M(2) 3,889 A $4.5 15,000 I By Satwik Ventures I, LLC Defined Benefit Pension Plan(4)
Common Stock 02/26/2014 F(2) 2,501 D $7 12,499 I By Satwik Ventures I, LLC Defined Benefit Pension Plan(4)
Common Stock 02/26/2014 M(2) 36,945 A $4.5 36,945 I By First Guardian Group I, LLC(5)
Common Stock 02/26/2014 F(2) 23,751 D $7 13,194 I By First Guardian Group I, LLC(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) 02/26/2014 C(1) 105,556 (1) (1) Common Stock 105,556 $0 0 I By Satwik Mezzanine Fund I, LLC(3)
Series A Convertible Preferred Stock (1) 02/26/2014 C(1) 11,111 (1) (1) Common Stock 11,111 $0 0 I By Satwik Ventures I, LLC Defined Benefit Pension Plan(4)
Series A Preferred Stock Warrant (right to buy) $4.5 02/26/2014 M(2) 36,945 07/01/2013 07/31/2016 Common Stock 36,945 $0 0 I By First Guardian Group I, LLC(5)
Series A Preferred Stock Warrant (right to buy) $4.5 02/26/2014 M(2) 3,889 07/01/2013 07/31/2016 Common Stock 3,889 $0 0 I By Satwik Ventures I, LLC Defined Benefit Pension Plan(4)
Explanation of Responses:
1. These securities automatically converted into Issuer's common stock on a one-for-one basis upon consummation of Issuer's initial public offering ("IPO") and had no expiration date.
2. These securities were cashlessly exercised immediately prior to Issuer's IPO and automatically converted into shares of Issuer's common stock on a one-for-one basis.
3. Mr. Gupta is a general partner and an investor in Satwik Mezzanine Fund I, LLC. Mr. Gupta disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
4. These securities are held for the benefit of Mr. Gupta.
5. Mr. Gupta is a general partner and an investor in First Guardian Group I, LLC. Mr. Gupta disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
/s/ Douglas Murphy-Chutorian, attorney-in-fact 02/27/2014
** 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 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).
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