Semler Scientific Inc.

01/16/2026 | Press release | Distributed by Public on 01/16/2026 14:22

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
SEMLER ERIC
2. Issuer Name and Ticker or Trading Symbol
Semler Scientific, Inc. [SMLR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SEMLER SCIENTIFIC, INC., 51 E. CAMPBELL AVE, SUITE 107-D
3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026
(Street)
CAMPBELL, CA 95008
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 01/16/2026 D(1) 636,346 D (2) 0 D
Common Stock 01/16/2026 D(1) 77,771 D (2) 0 I See footnote(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $17.78 01/16/2026 D(1) 4,000 (4) 01/02/2036 Common Stock 4,000 $ 0 0 D
Stock Option (right to buy) $36.16 01/16/2026 D(1) 4,000 (4) 05/02/2035 Common Stock 4,000 $ 0 0 D
Stock Option (right to buy) $36.16 01/16/2026 D(1) 75,000 (4) 05/28/2027 Common Stock 75,000 $ 0 0 D
Stock Option (right to buy) $58.94 01/16/2026 D(1) 8,000 (4) 01/06/2035 Common Stock 8,000 $ 0 0 D
Stock Option (right to buy) $58.94 01/16/2026 D(1) 150,000 (4) 01/29/2027 Common Stock 150,000 $ 0 0 D
Stock Option (right to buy) $23.32 01/16/2026 D(1) 12,375 (4) 05/24/2026 Common Stock 12,375 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SEMLER ERIC
C/O SEMLER SCIENTIFIC, INC.
51 E. CAMPBELL AVE, SUITE 107-D
CAMPBELL, CA 95008
X

Signatures

/s/ Douglas Murphy-Chutorian, attorney-in-fact 01/16/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger dated September 22, 2025 (the "Merger Agreement"), by and among the Issuer, Strive, Inc. ("Strive"), and Strive Merger Sub, Inc., a direct, wholly owned subsidiary of Strive ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer effective as of January 16, 2026 (the "Effective Time"), with the Issuer surviving such merger as a direct, wholly owned subsidiary of Strive (the "Merger").
(2) At the Effective Time, each share of Issuer common stock that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive a number of validly issued, fully paid and non-assessable shares of Strive Class A common stock equal to 21.05 (the "Exchange Ratio") and cash in lieu of any fractional shares of Strive Class A common stock any former holder of Issuer common stock would otherwise be entitled to receive, without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement.
(3) Securities owned directly by TCS Capital Advisors, LLC ("TCS Advisors"). Mr. Semler, by virtue of his position as the managing member of TCS Capital Management LLC, the investment advisor of TCS Advisors, may be deemed to beneficially own the securities owned directly by TCS Advisors. Mr. Semler expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(4) At the Effective Time, each Issuer stock option that was outstanding immediately prior to the Effective Time, whether vested or unvested, was converted into an option to purchase, on the same terms and conditions, a number of shares of Strive Class A common stock, rounded down to the nearest whole share, determined by multiplying the number of shares of Issuer common stock subject to such Issuer stock option immediately prior to the Effective Time by the Exchange Ratio, at an exercise price per share of Strive Class A common stock, rounded up to the nearest whole cent, equal to the per share exercise price for the shares of Issuer common stock otherwise purchasable pursuant to such Issuer stock option immediately prior to the Effective Time divided by the Exchange Ratio.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Semler Scientific Inc. published this content on January 16, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 16, 2026 at 20:23 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]