UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 9)
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)
Marianne C. Sarrazin, Esq.
Goodwin Procter LLP
3 Embarcadero Center
San Francisco, CA 94111
Telephone: (415) 733-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 2022
(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. □
SCHEDULE 13D
| CUSIP No. 81684M 104 | |
| 1. NAMES OF REPORTING PERSONS | |
| WILLIAM H.C. & DIANA SHON CHANG TTEE CHANG FAMILY TRUST U/A/ DTD 10/23/2006 | |
| 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ¨ (b) ¨ | |
| 3. SEC USE ONLY | |
|
4. SOURCE OF FUNDS
AF | |
|
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e)
¨ | |
|
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. SOLE VOTING POWER
0 shares |
|
8. SHARED VOTING POWER
522,237 shares | |
|
9. SOLE DISPOSITIVE POWER
0 shares | |
|
10. SHARED DISPOSITIVE POWER
522,237 shares | |
|
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,237 shares | |
|
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |
|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.68%* | |
|
14. TYPE OF REPORTING PERSON*
OO | |
* Based upon an aggregate of 6,800,575 shares of the Issuer’s (as defined below) common stock outstanding as of September 2, 2022 as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed on September 9, 2022 (the “2022 Proxy”).
| CUSIP No. 81684M 104 | |
| 1. NAMES OF REPORTING PERSONS | |
| WILLIAM H.C. CHANG | |
| 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)
¨ | |
|
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
733,401 shares | |
|
9. SOLE DISPOSITIVE POWER
0 shares | |
|
10. SHARED DISPOSITIVE POWER
733,401 shares | |
|
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
733,401 shares | |
|
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |
|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.78%* | |
|
14. TYPE OF REPORTING PERSON*
IN | |
* Based upon an aggregate of 6,800,575 shares of the Issuer’s (as defined below) common stock outstanding as of September 2, 2022 as reported in 2022 Proxy.
SCHEDULE 13D
| CUSIP No. 81684M 104 | |
| 1. NAMES OF REPORTING PERSONS | |
| DIANA SHON CHANG | |
| 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
CANADA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. SOLE VOTING POWER
0 shares |
|
8. SHARED VOTING POWER
733,401 shares | |
|
9. SOLE DISPOSITIVE POWER
0 shares | |
|
10. SHARED DISPOSITIVE POWER
733,401 shares | |
|
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
733,401 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)
10.78%* | |
|
14. TYPE OF REPORTING PERSON*
IN | |
* Based upon an aggregate of 6,800,575 shares of the Issuer’s (as defined below) common stock outstanding as of September 2, 2022 as reported in the 2022 Proxy.
SCHEDULE 13D
| CUSIP No. 81684M 104 | |
| 1. NAMES OF REPORTING PERSONS | |
| CHANG 2020 DELAWARE LP | |
| 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ¨ (b) ¨ | |
| 3. SEC USE ONLY | |
|
4. SOURCE OF FUNDS
AF | |
|
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
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. SOLE VOTING POWER
0 shares |
|
8. SHARED VOTING POWER
241,508 shares | |
|
9. SOLE DISPOSITIVE POWER
0 shares | |
|
10. SHARED DISPOSITIVE POWER
241,508 shares | |
|
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
241,508 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)
3.55%* | |
|
14. TYPE OF REPORTING PERSON*
PN | |
* Based upon an aggregate of 6,800,575 shares of the Issuer’s (as defined below) common stock outstanding as of September 2, 2022 as reported in the 2022 Proxy.
Item 1. Security and Issuer
The equity securities covered by this Schedule 13D (Amendment No. 9) 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 2340-2348 Walsh Avenue, Suite 2344, Santa Clara, CA 95051
Item 2. Identity and Background
This statement is filed jointly by William H.C. Chang, a U.S. citizen (“Mr. Chang”), Diana Shon Chang, a Canadian citizen (“Mrs. Chang”), the Chang Family Trust u/a/d dtd 10/23/2006, a California living revocable trust (the “Trust”) of which Mr. and Mrs. Chang are co-trustees, and Chang 2020 Delaware LP, a Delaware limited partnership (the “Partnership”) for which Mr. and Mrs. Chang are managing members of Chang 2020 GP LLC (the “LLC”), its general partner. Mr. Chang, Mrs. Chang, the Trust and the Partnership are hereinafter collectively referred to as, the “Reporting Persons.” The Reporting Persons’ business address is 520 El Camino Real, 9th Floor, San Mateo, CA 94402. Mr. Chang’s present principal occupation is serving as Chairman of Westlake Development Company and Chairman of Westlake International Group. Mrs. Chang’s present principal occupation is consultant.
The Reporting Persons have 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.
This Amendment is being filed to report the following transactions since the last Amendment: (i) the September 3, 2020 annuity payments to the Trust of (a) an aggregate of 70,101 shares from three separate grantor retained annuity trusts (“GRATs”) for which Mrs. Chang acts as sole trustee and (b) an aggregate of 70,101 shares from three separate GRATs for which Mr. Chang acts as sole trustee, (ii) the October 9, 2020 annuity payments to the Trust of (a) an aggregate of 29,523 shares from three separate GRATs for which Mrs. Chang acts as sole trustee and (b) an aggregate of 29,523 shares from three separate GRATs for which Mr. Chang acts as sole trustee, (iii) the December 4, 2020 donation of 171,618 shares by the Trust to trusts over which Mr. and Mrs. Chang do not exercise voting or dispositive power, (iv) the December 9, 2020 transfer of 2,416 shares by the Trust to Chang 2020 GP LLC (the “LLC”), (v) the April 19, 2021 transfer of 2,416 shares from the LLC to the Partnership, (vi) the May 10, 2021 transfer of an aggregate of 239,092 shares by the Trust to the Partnership, (vii) the May 28, 2021 sale of 1,000 shares by the Trust at a price per share of $110.00, (viii) the June 1, 2021 sale of 38 shares by the Trust at a weighted average price per share of $110.0947, (ix) the June 1, 2021 sale of 25 shares by the Trust at a price per share of $111.50, (x) the June 2, 2021 sale of 937 shares by the Trust at a price per share of $110, (xi) the June 3, 2021 sale of 2,720 shares by the trust at a weighted average price of $110.816 per share, (xii) the June 4, 2021 sale of 280 shares by the Trust at a price per share of $110.00, (xiii) the September 10, 2021 annuity payments to the Trust of (a) an aggregate of 40,377 shares from three separate GRATs for which Mrs. Chang acts as sole trustee and (b) an aggregate of 40,377 shares from three separate GRATs for which Mr. Chang acts as sole trustee, (xiv) the November 16, 2021 annuity payments to the Trust of (a) an aggregate of 14,895 shares from three separate GRATs for which Mrs. Chang acts as sole trustee and (b) an aggregate of 14,895 shares from three separate GRATs for which Mr. Chang acts as sole trustee, (xv) the September 30, 2022 annuity payments to the Trust of (a) an aggregate of 119,124 shares from three separate GRATs for which Mrs. Chang acts as sole trustee and (b) an aggregate of 119,124 shares from three separate GRATs for which Mr. Chang acts as sole trustee, and (xvi) the September 30, 2022 donation of 140,796 shares by the Trust to trusts over which Mr. and Mrs. Chang do not exercise voting or dispositive power.
Item 5. Interest in Securities of the Issuer.
Following the transactions described above, the Trust is the beneficial owner of an aggregate of 522,237 shares of the Issuer’s common stock (approximately 7.68% based on 6,800,575 shares issued and outstanding on September 2, 2022). Of these shares, 173,445 are Mr. and Mrs. Chang’s community property, 174,396 are Mr. Chang’s separate property, and 174,396 are Mrs. Chang’s separate property. Mr. and Mrs. Chang share voting and investment control over the shares held by the Trust, as co-trustees of the Trust. Each of Mr. and Mrs. Chang is the beneficial owner of an aggregate of 733,401 shares of the Issuer’s common stock (approximately 10.78%), which for each represents (i) the 522,237 shares of the Issuer’s common stock (approximately 7.68%) held of record by the Trust and for which they share voting and investment control as co-trustees of the Trust, (ii) 211,164 shares of the Issuer’s common stock (approximately 3.11%) held in three GRATs for which he or she acts as sole trustee and has voting and investment control, (iii) 211,164 shares of the Issuer’s common stock (approximately 3.11%) held in three GRATs for which his or her spouse acts as sole trustee and for which he or she is deemed to share voting and investment control with such spouse and (iv) 241,508 shares held by the Partnership (approximately 3.55%), for which Mr. and Mrs. Chang are the managing members of its general partner, the LLC, and may be deemed to share voting and investment control.
The Reporting Persons have not effected any other transactions in the Issuer’s common stock during the 60 days prior to the date of this Schedule 13D (Amendment No. 9).
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None.
Item 7. Materials to be Filed as Exhibits
| Exhibit A | Joint Filing Agreement |
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: October 24, 2022
| /s/ William H.C. Chang | ||
| William H.C. Chang | ||
| /s/ Diana Shon Chang | ||
Diana Shon Chang | ||
| WILLIAM H.C. & DIANA SHON CHANG TTEE CHANG FAMILY TRUST U/A DTD 10/23/2006 | ||
| /s/ William H.C. Chang | ||
| William H.C. Chang, co-Trustee | ||
| /s/ Diana Shon Chang | ||
| Diana Shon Chang, co-Trustee | ||
| CHANG 2020 DELAWARE LP, A PARTNERSHIP | ||
| By: | CHANG 2020 GP LLC, its General Partner | |
| By: | /s/ William H.C. Chang | |
| William H.C. Chang, Managing Member | ||
| By: | /s/ Diana Shon Chang | |
| Diana Shon Chang, Managing Member | ||
EXHIBIT A
We, the undersigned, hereby express our agreement that the attached Schedule 13D, Amendment No. 9 is filed on behalf of each of us.
Dated: October 24, 2022
| /s/ William H.C. Chang | ||
| William H.C. Chang | ||
| /s/ Diana Shon Chang | ||
Diana Shon Chang | ||
| WILLIAM H.C. & DIANA SHON CHANG TTEE CHANG FAMILY TRUST U/A DTD 10/23/2006 | ||
| /s/ William H.C. Chang | ||
| William H.C. Chang, co-Trustee | ||
| /s/ Diana Shon Chang | ||
| Diana Shon Chang, co-Trustee | ||
| CHANG 2020 DELAWARE LP, A PARTNERSHIP | ||
| By: | CHANG 2020 GP LLC, its General Partner | |
| By: | /s/ William H.C. Chang | |
| William H.C. Chang, Managing Member | ||
| By: | /s/ Diana Shon Chang | |
| Diana Shon Chang, Managing Member | ||