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Science 37 Holdings, Inc

Date Filed : Mar 14, 2024

SEC FORM 4SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
THERMO FISHER SCIENTIFIC INC.

(Last)(First)(Middle)
168 THIRD AVENUE

(Street)
WALTHAMMA02451

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Science 37 Holdings, Inc. [ SNCE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock03/12/2024U868,990D$5.750I(1)(2)(3)(4)(5)See footnote(1)(2)(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
THERMO FISHER SCIENTIFIC INC.

(Last)(First)(Middle)
168 THIRD AVENUE

(Street)
WALTHAMMA02451

(City)(State)(Zip)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
PHARMACEUTICAL PRODUCT DEVELOPMENT, LLC

(Last)(First)(Middle)
929 NORTH FRONT STREET

(Street)
WILMINGTONNC28401

(City)(State)(Zip)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Wildcat Acquisition Holdings (UK) Ltd

(Last)(First)(Middle)
929 NORTH FRONT STREET

(Street)
WILMINGTONNC28401

(City)(State)(Zip)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Jaguar Holding Co II

(Last)(First)(Middle)
929 NORTH FRONT STREET

(Street)
WILMINGTONNC28401

(City)(State)(Zip)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Jaguar Holding Co I, LLC

(Last)(First)(Middle)
929 NORTH FRONT STREET

(Street)
WILMINGTONNC28401

(City)(State)(Zip)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Eagle Holding Co II, LLC

(Last)(First)(Middle)
929 NORTH FRONT STREET

(Street)
WILMINGTONNC28401

(City)(State)(Zip)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
PPD, Inc.

(Last)(First)(Middle)
929 NORTH FRONT STREET

(Street)
WILMINGTONNC28401

(City)(State)(Zip)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Thermo Fisher Scientific Powder US Holdings Corp.

(Last)(First)(Middle)
168 THIRD AVENUE

(Street)
WALTHAMMA02451

(City)(State)(Zip)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Thermo Fisher Scientific Powder US Holdings Ltd

(Last)(First)(Middle)
168 THIRD AVENUE

(Street)
WALTHAMMA02451

(City)(State)(Zip)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Thermo Fisher Scientific Powder Holdings IV

(Last)(First)(Middle)
168 THIRD AVENUE

(Street)
WALTHAMMA02451

(City)(State)(Zip)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. For the reasons discussed in the Remarks below, this and a separate Form 4 filed today are being jointly filed by and on behalf of each of the persons listed in footnote 2 (the "Reporting Persons"). The Reporting Persons are making these joint filings because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. Reporting Persons: (i) Pharmaceutical Product Development, LLC ("Pharma LLC"); (ii) Wildcat Acquisition Holdings (UK) Limited ("Wildcat"); (iii) Jaguar Holding Company II ("Jaguar II"); (iv) Jaguar Holding Company I, LLC ("Jaguar I"); (v) Eagle Holding Company II, LLC ("Eagle II"); (vi) PPD, Inc. ("PPD"); (vii) Thermo Fisher Scientific Powder US Holdings Corp. ("Powder Holdings"); (viii) Thermo Fisher Scientific US Holdings Ltd ("US Holdings"); (ix) Thermo Fisher Scientific Powder Holdings II Ltd ("Powder Holdings II"); (x) Thermo Fisher Scientific Powder Holdings IV Ltd ("Powder Holdings IV"); (xi) Thermo Fisher Scientific Powder Holdings I Ltd ("Powder Holdings I"); (xii) Thermo Fisher Scientific Powder Holdings III Ltd ("Powder Holdings III"); (xiii) Spectra-Physics Holdings USA, LLC; (xiv); Fisher Scientific Worldwide Inc. ("Worldwide"); (xv) Fisher Scientific International LLC ("Scientific International"); and (xvi) Thermo Fisher Scientific Inc. ("Thermo Fisher").
3. The referenced shares of common stock, par value $0.0001 per share, of Science 37 Holdings, Inc. (the "Issuer") were held of record by Pharma LLC. The Reporting Persons' ownership of Pharma LLC is summarized as follows here and in footnote 4. Wildcat is the sole member of Pharma LLC; Jaguar II is the sole shareholder of Wildcat; Jaguar I is the sole shareholder of Jaguar II; Eagle II is the sole member of Jaguar I; PPD is the sole member of Eagle II; Powder Holdings is the sole shareholder of PPD; US Holdings is the sole shareholder of Powder Holdings; Powder Holdings II is the sole shareholder of US Holdings; Powder Holdings IV and Powder Holdings I are the 11.76% shareholder and the 88.24% shareholder, respectively, of Powder Holdings II.
4. Powder Holdings III is the sole shareholder of Powder Holdings IV; Spectra-Physics is the sole shareholder of Powder Holdings I; Worldwide is the sole member of Spectra-Physics; Scientific International is the sole shareholder of Worldwide; Scientific International is the sole shareholder of Powder Holdings III; and Thermo Fisher is the sole member of Scientific International. By virtue of such relationships and the relationships discussed in footnote 3, each of the Reporting Persons may be deemed to have beneficial ownership over the shares of common stock discussed in footnote 3.
5. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein.
Remarks:
Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same classes of securities of the same Issuer by the joint filers named in footnote 2 above. Each Form 4 will be filed by Thermo Fisher. On December 8, 2023, the Issuer effected a reverse stock split of its common stock at a ratio of 1-for-20 (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the shares of Issuer common stock have been adjusted accordingly.
Thermo Fisher Scientific Inc.,/s/ Michael Boxer,Senior Vice President and General Counsel03/14/2024
Pharmaceutical Product Development, LLC,/s/ Julia James,Executive Vice President, General Counsel and Secretary03/14/2024
Wildcat Acquisition Holdings (UK) Limited,/s/ Anthony H. Smith,Director03/14/2024
Jaguar Holding Company II,/s/ Julia James,Executive Vice President and General Counsel03/14/2024
Jaguar Holding Company I, LLC,/s/ Julia James,Assistant Secretary03/14/2024
Eagle Holding Company II, LLC,/s/ Julia James,Executive Vice President, General Counsel and Secretary03/14/2024
PPD, Inc.,/s/ Julia James,General Counsel and Assistant Secretary03/14/2024
Thermo Fisher Scientific Powder US Holdings Corp.,/s/ Anthony H. Smith,President03/14/2024
Thermo Fisher Scientific Powder US Holdings Ltd,/s/ Anthony H. Smith,Director03/14/2024
Thermo Fisher Scientific Powder Holdings IV Ltd,/s/ Anthony H. Smith,Director03/14/2024
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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