Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Amendment No. 7)

 

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: [phone]

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 7, 2024

(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
	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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   605,000 shares
	8.	SHARED VOTING POWER   100,313 shares
	9.	SOLE DISPOSITIVE POWER   605,000 shares
	10.	SHARED DISPOSITIVE POWER   100,313 shares

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   705,313 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)   8.85%*
14.	TYPE OF REPORTING PERSON*   IN

 

* Based upon an aggregate of (i) 7,266,242 shares of the Issuer’s (as defined below) common stock outstanding as of October 31, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed on November 5, 2024 plus (ii) 100,000 shares issued November 7, 2024 upon exercise of options as reported herein. Sole voting power consists solely of stock options to acquire common stock held by the Reporting Person (as defined below), 590,000 of which are fully vested and exercisable, 15,000 of which are subject to vesting.

 

 

 

 

CUSIP No. 81684M 104

 

Item 1. Security and Issuer.

 

The equity securities covered by this Schedule 13D (Amendment No. 7) 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 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, 2340-2348 Walsh Avenue, Suite 2344, Santa Clara, CA 95051, 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 August 26, 2024, the Reporting Person exercised in full an option to purchase 71,000 shares of the Issuer’s common stock at an exercise price of $2.10 per share, of which 33,377 shares of the Issuer’s common stock were withheld by the Issuer at a price of $29.34 per share to cover the exercise price and tax withholding obligations of the Reporting Person. Accordingly, 37,623 shares of common stock were issued to the Reporting Person. Following the exercise of this option, between August 28, 2024 and August 29, 2024, the Reporting Person sold an aggregate of 10,881 shares of the Issuer’s common stock, for an aggregate amount of $305,540.00.

 

On September 5, 2024, the Reporting Person transferred 26,742 shares of the Issuer’s common stock to his family trust over which he is co-Trustee with his spouse for no consideration.

 

On November 7, 2024, the Reporting Person exercised an option to purchase (i) 75,000 shares of the Issuer’s common stock at an exercise price of $1.96 per share, and (ii) 25,000 shares of the Issuer’s common stock at an exercise price of $3.44 per share, for an aggregate cash exercise price of $233,000.00. Immediately following the exercise, the Reporting Person sold an aggregate of 50,000 shares of the Issuer’s common stock at $37.93 per share for an aggregate cash proceeds of $1,896,500.00, and transferred the remaining 50,000 shares of the Issuer’s common stock to his family trust over which he is co-Trustee with his spouse for no consideration.

 

Following the transactions described in this Item 5, the Reporting Person is the beneficial owner of an aggregate of 705,313 shares of the Issuer’s common stock (approximately 8.85% based on 7,266,242 shares issued and outstanding on October 31, 2024 plus 100,000 shares issued pursuant to the option exercises reported herein), which consists of (i) of 590,000 shares subject to options that are currently exercisable and 15,000 shares subject to an option that remain subject to vesting, in each case over which the Reporting Person has sole voting and investment control and (ii) 100,313 shares of common stock held in the Reporting Person’s family trust, over which he shares voting and investment control with his spouse.

 

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.

 

 

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

None.

 

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: November 12, 2024

 

	/s/ Douglas Murphy-Chutorian, M.D.
	Douglas Murphy-Chutorian, M.D.

 

 

 

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