Semler Scientific (NASDAQ: SMLR) director stock and options converted
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Semler Scientific director Daniel S. Messina reported the disposition of 11,910 shares of common stock and multiple stock options on January 16, 2026, in connection with the closing of the company’s merger with Strive, Inc. At the merger’s effective time, each outstanding Semler share was converted into the right to receive 21.05 shares of Strive Class A common stock, plus cash in lieu of fractional shares, under the merger agreement. Messina’s outstanding Semler stock options were converted into options to purchase Strive Class A shares, with the number of underlying shares and exercise prices adjusted by the same 21.05 exchange ratio, and any unvested portions of those options fully vested at the effective time.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
MESSINA DANIEL S
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 4,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 3,435 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 6,875 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 5,000 | $0.00 | -- |
| Disposition | Common Stock | 11,910 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
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. 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 did Semler Scientific (SMLR) director Daniel S. Messina report in this Form 4?
Daniel S. Messina reported the disposition of 11,910 shares of Semler Scientific common stock and several stock option awards on January 16, 2026, tied to the closing of the company’s merger with Strive, Inc.
What happened to Daniel S. Messina’s Semler Scientific stock options?
Each outstanding Semler stock option was converted into an option to purchase Strive Class A common stock, with the number of shares adjusted by the 21.05 exchange ratio and the exercise price divided by that ratio; any unvested portions became fully vested at the merger effective time.
Why does the Form 4 show a disposition code "D" at a price of $0.00 for SMLR?
Transaction code D reflects that Semler common stock and options were disposed of as part of the merger mechanics. The $0.00 price indicates no cash sale by the insider; instead, the securities were converted into rights to receive Strive Class A shares and replacement options under the merger agreement.
What is the effective date of the Semler–Strive merger referenced in this Form 4?
The merger, under which Strive Merger Sub, Inc. merged into Semler Scientific, became effective on January 16, 2026, with Semler surviving as a direct, wholly owned subsidiary of Strive, Inc.
Does this Form 4 indicate that Daniel S. Messina still directly owns Semler Scientific securities?
After the reported transactions on January 16, 2026, the Form 4 shows 0 shares of Semler common stock and 0 derivative securities beneficially owned, reflecting that his interests were converted into Strive Class A equity and options as part of the merger.