Semler Scientific (SMLR) director reports share and option conversion in Strive merger
Rhea-AI Filing Summary
Semler Scientific director William H. Chang reported the disposition of his Semler equity interests in connection with the closing of the company’s merger with Strive, Inc. on January 16, 2026. Under the Merger Agreement, each share of Semler common stock outstanding immediately before the effective time was converted into the right to receive 21.05 shares of Strive Class A common stock, plus cash in lieu of any fractional Strive shares, subject to tax withholding.
The Form 4 shows indirect holdings of Semler common stock of 428,682 shares held by W&D Chang Family Trust, 154,074 shares held in six grantor retained annuity trusts, and 241,508 shares held by Chang 2020 GP LP, all reported as disposed of at an indicated price of $0.00 in the merger conversion. It also reports several Semler stock options (covering 4,000, 3,560, 500, 7,125, 1,000, and 27,000 shares) as disposed of, with post‑transaction balances of zero.
At the effective time, each outstanding Semler stock option was converted into an option to purchase Strive Class A common stock using the 21.05 exchange ratio, with the exercise price adjusted accordingly and any unvested portion vesting immediately as of the effective time.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 4,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 3,560 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 500 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 7,125 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 27,000 | $0.00 | -- |
| Disposition | Common Stock | 428,682 | $0.00 | -- |
| Disposition | Common Stock | 154,074 | $0.00 | -- |
| Disposition | Common Stock | 241,508 | $0.00 | -- |
Footnotes (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"). 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. Shares are held by W&D Chang Family Trust. Shares are held in six grantor retained annuity trusts. Shares are held by Chang 2020 GP LP. 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, and the vesting of the unvested portion of the converted option immediately accelerated as of the Effective Time.
FAQ
What insider activity did William H. Chang report for Semler Scientific (SMLR)?
William H. Chang, a director of Semler Scientific, reported the disposition of his indirect holdings of Semler common stock and all reported Semler stock options on January 16, 2026, in connection with the company’s merger with Strive, Inc.
What happened to William H. Chang’s Semler Scientific stock options in the Strive merger?
At the effective time, each outstanding Semler stock option was converted into an option to purchase Strive Class A common stock. The number of underlying Strive shares was determined by multiplying the Semler option shares by the 21.05 exchange ratio and rounding down, and the exercise price per Strive share was set by dividing the original Semler exercise price by the exchange ratio and rounding up. Any unvested portion of each converted option vested immediately as of the effective time.