UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SEMLER SCIENTIFIC, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
81684M 104
(CUSIP Number)
Yvan-Claude Pierre, Esq.
Marianne C. Sarrazin, Esq.
Reed Smith LLP
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 521-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 26, 2014
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
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SCHEDULE 13D
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CUSIP No. 81684M 104
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| 1 |
NAMES OF REPORTING PERSONS
Douglas Murphy-Chutorian, M.D. | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) £ | |||||
| 3 | SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS* PF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 256,214 shares | ||||
| 8 |
SHARED VOTING POWER
53,571 shares | |||||
| 9 |
SOLE DISPOSITIVE POWER 256,214 shares | |||||
| 10 |
SHARED DISPOSITIVE POWER 53,571 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,785 shares | |||||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o | |||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%* | |||||
| 14 |
TYPE OF REPORTING PERSON*
IN | |||||
| * | Based upon an aggregate of 4,708,017 shares of the Issuer’s (as defined below) common stock outstanding as of February 26, 2014 upon closing of the Issuer’s initial public offering (“IPO”) on such date, as reported in the Issuer’s Prospectus filed pursuant to Rule 424(b) on February 21, 2014. |
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| Item 1. | Security and Issuer |
The equity securities covered by this Schedule 13D are shares of common stock, $0.001 par value, of Semler Scientific, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 2330 NW Everett St., Portland, OR 97210.
| Item 2. | Identity and Background |
This statement is filed by Douglas Murphy-Chutorian, M.D., a U.S. citizen (the “Reporting Person”). The Reporting Person’s business address is the same as that of the Issuer, 2330 NW Everett St., Portland, OR 97210, and his present principal occupation is serving as Chief Executive Officer and a Director of the Issuer.
The Reporting Person has not, during the last five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
The information contained in Item 4 is incorporated by reference into this Item 3.
| Item 4. | Purpose of Transaction. |
The Reporting Person acquired an aggregate of 53,571 shares of the Issuer’s common stock upon the closing of the Issuer’s IPO on the same terms and for the same price as other investors in the Issuer’s IPO. Such shares were acquired by the Reporting Person’s family trust, the Murphy-Chutorian Family Trust, of which he is co-Trustee with his spouse, at the IPO price of $7.00 per share using personal funds (approximately $374,997). Such shares, when aggregated with other acquisitions of the Issuer’s equity securities by the Reporting Person in the past 12 months exceed 2% of the Issuer’s outstanding common stock after closing of the IPO.
The Reporting Person consummated the transaction described herein in order to acquire an interest in the Issuer for investment purposes. Depending upon future evaluations of the business prospects of the Issuer and upon other developments, including, but not limited to, general economic and business conditions and stock market conditions, the Reporting Person may purchase additional equity or other securities of the Issuer or dispose of some or all of his holdings in the open market, in public offerings, in privately negotiated transactions or in other transactions, or in any combination of the foregoing, subject to the Issuer’s insider trading policy and relevant applicable securities laws and regulations.
Except as set forth in this Item 4, the Reporting Person has no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
The Reporting Person is the beneficial owner of an aggregate of 309,785 shares of the Issuer’s common stock (approximately 6.2% based on 4,708,017 shares issued and outstanding upon closing of the Issuer’s IPO on February 26, 2014). Other than the 53,571 shares of common stock held in the Reporting Person’s family trust, over which he shares voting and investment control with his spouse, the Reporting Person has sole voting and investment control over such shares. Such beneficial ownership includes: (i) 53,571 shares of the Issuer’s common stock acquired in the Issuer’s IPO as described in Item 4 (which shares are held in a family trust), (ii) options to purchase 20,000 shares of the Issuer’s common stock at $0.52 per share, which options (granted under the Issuer’s equity compensation plan) are fully vested and expire November 22, 2022, (iii) warrants to purchase 25,000 shares of the Issuer’s common stock at $2.00 per share, which warrants expire June 30, 2022; (iv) warrants to purchase 16,875 shares of the Issuer’s common stock at $4.00 per share, which warrants expire June 30, 2023; (v) warrants to purchase 155,432 shares of the Issuer’s common stock at $4.50 per share, which warrants expire July 31, 2016; and (vi) warrants to purchase 38,907 shares of the Issuer’s common stock at $4.50 per share, which warrants expire June 30, 2024.
Other than in connection with the acquisition of the shares of the Issuer’s common stock in the Issuer’s IPO described in Items 4 and 5 of this Schedule 13D, the Reporting Person has not effected any transactions in the Issuer’s common stock during the 60 days prior to the date of this Schedule 13D.
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| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
As a shareholder of the Issuer prior to its IPO, the Reporting Person is party to the following agreements:
Investor Rights Agreement
In June 2012, all the holders of the Issuer’s then outstanding common stock and convertible preferred stock, including the Reporting Person, entered into an Investor Rights Agreement. This agreement currently provides for certain rights relating to the registration of the holders’ shares of common stock, which rights will terminate five years following the completion of the IPO, or for any particular holder with registration rights, at such time following the IPO when all securities held by that stockholder subject to registration rights may be sold pursuant to Rule 144 under the Securities Act of 1933, as amended during any ninety (90) day period.
Other than as described above, there are no other contracts, arrangements, understandings, or relationships (legal or otherwise) between Reporting Person and any other person with respect to the securities beneficially owned by the Reporting Person.
| Item 7. | Materials to be Filed as Exhibits |
None.
SIGNATURE
After reasonable inquiry and to the best of such Reporting Person’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 3, 2014
| /s/ DOUGLAS MURPHY-CHUTORIAN, M.D. | ||
| DOUGLAS MURPHY-CHUTORIAN, M.D. | ||