Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
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.
Cooley LLP
55 Hudson Yards
New York, New York 10001-2157
Telephone: (212) 479-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 6, 2019
(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
| CUSIP No. 81684M 104 | |
| 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) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 700,729 shares |
| SHARED VOTING POWER | ||
| 8 | 140,446 shares | |
| SOLE DISPOSITIVE POWER | ||
| 9 | 700,729 shares | |
| SHARED DISPOSITIVE POWER | ||
| 10 | 140,446 shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 841,175 shares | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
| ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 11.5%* | |
| 14 | TYPE OF REPORTING PERSON* |
| IN |
| * | Based upon an aggregate of 6,527,916 shares of the Issuer’s (as defined below) common stock outstanding as of November 1, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 6, 2019. |
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| Item 1. | Security and Issuer |
The equity securities covered by this Schedule 13D (Amendment No. 5) 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 911 Bern Court, Suite 110, San Jose, CA 95112.
| 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, 911 Bern Court, Suite 110, San Jose, CA 95112, 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 5 is incorporated by reference into this Item 3.
| Item 4. | Purpose of Transaction. |
The information contained in Item 5 is incorporated by reference into this Item 4.
Except as set forth or incorporated by reference 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. |
On November 6, 2019, the Reporting Person sold to the Issuer warrants to purchase an aggregate of 93,797 shares of the Issuer’s common stock, originally issued on June 7, 2012 and August 31, 2012, with original exercise prices ranging from $2.00 to $4.50 per share, for a net sale dollar amount of $3,945,695.80 (or an effective price per share ranging from $41.40 to $43.90, representing the difference between the last sale price for a share of the Issuer’s common stock on November 6, 2019 and the exercise price per share of each warrant).
Following the sale of the warrants back to the Issuer, the Reporting Person is the beneficial owner of an aggregate of 841,175 shares of the Issuer’s common stock (approximately 11.5% based on 6,527,916 shares issued and outstanding on November 1, 2019). Other than (x) the 63,571 shares of common stock and (y) warrants to acquire an aggregate of 76,875 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) a warrant to purchase 16,875 shares of the Issuer’s common stock at $4.00 per share, which warrant expires July 31, 2023, (ii) a warrant to purchase 60,000 shares of the Issuer’s common stock at $4.50 per share, which warrant expires July 31, 2023 and (iii) an aggregate of 700,729 shares subject to options that are currently exercisable or exercisable within 60 days of November 6, 2019.
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, including future dispositions back to the Issuer, or in any combination of the foregoing, subject to the Issuer’s insider trading policy and relevant applicable securities laws and regulations.
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Other than the sale back to the Issuer of the warrants as described in this Item 5, the Reporting Person has not effected any transaction in the Issuer’s common stock during the 60 days prior to the date of this Schedule 13D (Amendment No. 5).
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
None.
| Item 7. | Materials to be Filed as Exhibits |
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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: November 8, 2019
| /s/ Douglas Murphy-Chutorian, M.D. | |
| Douglas Murphy-Chutorian, M.D. |