UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
SEMLER SCIENTIFIC, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
81684M 104
(CUSIP Number)
Glen J. Hettinger, Esq.
Norton Rose Fulbright US LLP
2200 Ross Avenue, Suite 3600
Dallas, Texas 75201
Telephone: (214) 855-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 6, 2018
(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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 81684M 104 | Page 2 of 12 |
| 1 |
NAMES OF REPORTING PERSONS
Green Park & Golf Ventures, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
131,173 shares(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
131,173 shares(1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,173 shares(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
OO (Limited Liability Company) | |||||
| (1) | Consists of 131,173 shares held directly by GPG SSF Investment, LLC. |
| (2) | Based upon an aggregate of 6,035,496 shares of the Issuer’s (as defined below) common stock outstanding as of July 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 3, 2018. |
| CUSIP No. 81684M 104 | Page 3 of 12 |
| 1 |
NAMES OF REPORTING PERSONS
Green Park & Golf Ventures II, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
69,300 shares(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
69,300 shares(1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,300 shares(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
OO (Limited Liability Company) | |||||
| (1) | Consists of 69,300 shares held directly by GPG RM Investment, LLC. |
| (2) | Based upon an aggregate of 6,035,496 shares of the Issuer’s (as defined below) common stock outstanding as of July 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 3, 2018. |
| CUSIP No. 81684M 104 | Page 4 of 12 |
| 1 |
NAMES OF REPORTING PERSONS
GPG SSF Investment, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
131,173 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
131,173 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,173 shares | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%(1) | |||||
| 14 | TYPE OF REPORTING PERSON
OO (Limited Liability Company) | |||||
| (1) | Based upon an aggregate of 6,035,496 shares of the Issuer’s (as defined below) common stock outstanding as of July 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 3, 2018. |
| CUSIP No. 81684M 104 | Page 5 of 12 |
| 1 |
NAMES OF REPORTING PERSONS
GPG RM Investment, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
69,300 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
69,300 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,300 shares | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%(1) | |||||
| 14 | TYPE OF REPORTING PERSON
OO (Limited Liability Company) | |||||
| (1) | Based upon an aggregate of 6,035,496 shares of the Issuer’s (as defined below) common stock outstanding as of July 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 3, 2018. |
| CUSIP No. 81684M 104 | Page 6 of 12 |
| 1 |
NAMES OF REPORTING PERSONS
Clay M. Heighten, M.D. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
200,473 shares(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
200,473 shares(1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,473 shares(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Of these shares, 131,173 are held directly by GPG SSF Investment, LLC and 69,300 are held directly by GPG RM Investment, LLC. |
| (2) | Based upon an aggregate of 6,035,496 shares of the Issuer’s (as defined below) common stock outstanding as of July 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 3, 2018. |
| CUSIP No. 81684M 104 | Page 7 of 12 |
| 1 |
NAMES OF REPORTING PERSONS
Carl D. Soderstrom | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
200,473 shares(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
200,473 shares(1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,473 shares(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Of these shares, 131,173 are held directly by GPG SSF Investment, LLC and 69,300 are held directly by GPG RM Investment, LLC. |
| (2) | Based upon an aggregate of 6,035,496 shares of the Issuer’s (as defined below) common stock outstanding as of July 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 3, 2018. |
| CUSIP No. 81684M 104 | Page 8 of 12 |
| 1 |
NAMES OF REPORTING PERSONS
Gilbert G. Garcia II | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
69,300 shares(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
69,300 shares(1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,300 shares(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Consists of 69,300 shares held directly by GPG RM Investment, LLC. |
| (2) | Based upon an aggregate of 6,035,496 shares of the Issuer’s (as defined below) common stock outstanding as of July 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 3, 2018. |
| CUSIP No. 81684M 104 | Page 9 of 12 |
| Item 1. | Security and Issuer |
Items 1 is hereby amended and restated as follows:
This Amendment No. 4 to Schedule 13D (this “Amendment”) is being filed as an amendment to the original statement on Schedule 13D relating to the common stock, $0.001 par value per share, of Semler Scientific, Inc., a Delaware corporation (the “Issuer”), as filed with the Securities and Exchange Commission on April 3, 2015, as amended by Amendment No. 1 filed on October 7, 2015, Amendment No. 2 filed on February 24, 2017, and Amendment No. 3 filed on February 23, 2018 (“Amendment No. 3”). This Amendment is being filed by the Reporting Persons (as defined in Amendment No. 3) to report the sale between June 6, 2018 and August 6, 2018 of an aggregate of 200,473 shares of the Issuer’s common stock.
The equity securities covered by this Schedule 13D are shares of common stock, $0.001 par value, of the Issuer. The Issuer’s principal executive offices are located at 2330 NW Everett St., Portland, OR 97210.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended and supplemented with the following:
Between June 6, 2018 and August 3, 2018, GPG sold an aggregate of 200,473 shares of the Issuer’s common stock.
This Amendment No. 4 amends Item 5 and Item 7 as set forth below. As set forth below, as a result of the transactions described herein, on August 3, 2018 each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares. The filing of this Amendment No. 4 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated as follows:
GPG may be deemed to beneficially own, in the aggregate, 131,173 shares of the Issuer’s common stock, representing approximately 2.2% of the Issuer’s 6,035,496 shares stated to be outstanding as of July 31, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 3, 2018). Heighten and Soderstrom may each be deemed to beneficially own, in the aggregate, 200,473 shares of the Issuer’s common stock, representing approximately 3.3% of the Issuer’s 6,035,496 shares stated to be outstanding as of July 31, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 3, 2018).
GPG SSF directly beneficially owns 131,173 shares of the Issuer’s common stock, representing approximately 2.2% of the Issuer’s 6,035,496 shares stated to be outstanding as of July 31, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 3, 2018). Each of GPG, Heighten, and Soderstrom by virtue of their relationships to GPG SSF (as disclosed in Item 2) may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of the Issuer’s common stock which GPG SSF directly beneficially owns. Each of GPG, Heighten, and Soderstrom disclaims beneficial ownership, except to the extent of its or his pecuniary interests therein.
GPG II and Garcia may each be deemed to beneficially own, in the aggregate, 69,300 shares of the Issuer’s common stock, representing approximately 1.2% of the Issuer’s 6,035,496 shares stated to be outstanding as of July 31, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 3, 2018).
GPG RM directly beneficially owns 69,300 shares of the Issuer’s common stock, representing approximately 1.2% of the Issuer’s 6,035,496 shares stated to be outstanding as of July 31, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 3, 2018). Each of GPG II, Heighten, Soderstrom, and Garcia by virtue of their relationships to GPG RM (as disclosed in Item 2) may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of the Issuer’s common stock which GPG RM directly beneficially owns. Each of GPG II, Heighten, Soderstrom, and Garcia disclaims beneficial ownership, except to the extent of its or his pecuniary interests therein.
Certain information regarding transactions in shares of the Issuer’s common stock effected by the Reporting Persons within the last 60 days is set forth in Schedule 1 to this Schedule 13D.
| Item 7. | Materials to be Filed as Exhibits |
| Exhibit 1: | Joint Filing Agreement, dated as of August 10, 2018, by and among GPG SSF Investment, LLC, GPG RM Investment, LLC, Green Park & Golf Ventures, LLC, Green Park & Golf Ventures II, LLC, Carl D. Soderstrom, Clay M. Heighten, M.D., and Gilbert G. Garcia II | |
SIGNATURE
After reasonable inquiry and to the best of each Reporting Person’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 10, 2018
| GPG SSF INVESTMENT, LLC |
| By: Green Park & Golf Ventures, LLC, its Managing Member |
| /s/ Carl D. Soderstrom |
| Name: Carl D. Soderstrom |
| Title: Manager |
| GPG RM INVESTMENT, LLC |
| By: Green Park & Golf Ventures II, LLC, its Managing Member |
| /s/ Gilbert G. Garcia II |
| Name: Gilbert G. Garcia II |
| Title: Manager |
| GREEN PARK & GOLF VENTURES, LLC |
| /s/ Carl D. Soderstrom |
| Name: Carl D. Soderstrom |
| Title: Manager |
| GREEN PARK & GOLF VENTURES II, LLC |
| /s/ Gilbert G. Garcia II |
| Name: Gilbert G. Garcia II |
| Title: Manager |
| /s/ Carl D. Soderstrom |
| Carl D. Soderstrom |
| /s/ Clay M. Heighten |
| Clay M. Heighten, M.D. |
| /s/ Gilbert G. Garcia II |
| Gilbert G. Garcia II |
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 1 | Joint Filing Agreement, dated as of August 10, 2018, by and among GPG SSF Investment, LLC, GPG RM Investment, LLC, Green Park & Golf Ventures, LLC, Green Park & Golf Ventures II, LLC, Carl D. Soderstrom, Clay M. Heighten, M.D., and Gilbert G. Garcia II |
SCHEDULE 1
The following table sets forth all transactions with respect to shares of the Issuer’s common stock of which the Reporting Persons may be deemed to have beneficial ownership effected in the past 60 days. All such transactions were sales of the Issuer’s common stock effected in the open market, and the table excludes commissions and other execution-related costs.
| Reporting Person | Transaction Date | Buy/(Sell) | Number of Shares Bought/(Sold) |
Price Per Share | ||||||||||||
| GPG |
June 6, 2018 | (Sell | ) | (30,000 | ) | $ | 12.00 | |||||||||
| GPG |
June 22, 2018 | (Sell | ) | (11,900 | ) | $ | 14.54 | |||||||||
| GPG |
June 25, 2018 | (Sell | ) | (2,000 | ) | $ | 14.67 | |||||||||
| GPG |
June 26, 2018 | (Sell | ) | (700 | ) | $ | 14.54 | |||||||||
| GPG |
June 27, 2018 | (Sell | ) | (6,100 | ) | $ | 14.50 | |||||||||
| GPG |
July 30, 2018 | (Sell | ) | (11,036 | ) | $ | 17.09 | |||||||||
| GPG |
July 31, 2018 | (Sell | ) | (36,519 | ) | $ | 19.62 | |||||||||
| GPG |
August 2, 2018 | (Sell | ) | (30,000 | ) | $ | 21.75 | |||||||||
| GPG |
August 3, 2018 | (Sell | ) | (6,227 | ) | $ | 22.01 | |||||||||
| GPG |
August 6, 2018 | (Sell | ) | (2,481 | ) | $ | 22.00 | |||||||||
Exhibit 1
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that this Schedule 13D is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended.
Dated: August 10, 2018
| GPG SSF INVESTMENT, LLC |
| By: Green Park & Golf Ventures, LLC, its Managing Member |
| /s/ Carl D. Soderstrom |
| Name: Carl D. Soderstrom |
| Title: Manager |
| GPG RM INVESTMENT, LLC |
| By: Green Park & Golf Ventures II, LLC, its Managing Member |
| /s/ Gilbert G. Garcia II |
| Name: Gilbert G. Garcia II |
| Title: Manager |
| GREEN PARK & GOLF VENTURES, LLC |
| /s/ Carl D. Soderstrom |
| Name: Carl D. Soderstrom |
| Title: Manager |
| GREEN PARK & GOLF VENTURES II, LLC |
| /s/ Gilbert G. Garcia II |
| Name: Gilbert G. Garcia II |
| Title: Manager |
| /s/ Carl D. Soderstrom |
| Carl D. Soderstrom |
| /s/ Clay M. Heighten |
| Clay M. Heighten, M.D. |
| /s/ Gilbert G. Garcia II |
| Gilbert G. Garcia II |