| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/08/2022 |
3. Issuer Name and Ticker or Trading Symbol
Certara, Inc. [ CERT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common stock, $0.01 par value | 36,345,835 | I | See Footnote(1)(2)(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Arsenal Saturn Holdings LP ("Holdings LP") directly holds 29,954,521 shares of the Issuer's common stock, Arsenal Capital Partners III LP ("Partners III") directly holds 3,559,745 shares of the Issuer's common stock and Arsenal Capital Partners III-B LP ("Partners III-B" and together with Partners III, the "Arsenal III Funds" and, together with Holdings LP, the "Arsenal Funds") directly holds 2,831,569 shares of the Issuer's common stock. |
| 2. Arsenal Capital Investment III LP ("Investment III LP") is the general partner of each of the Arsenal III Funds. Arsenal Capital Investment VI LP ("Investment VI LP" and together with Investment III LP, the "Investment LPs") is the general partner of Holdings LP. Each Investment LP is governed by a limited partner committee consisting of Terrence M. Mullen and Jeffrey B. Kovach. As such, Terrence M. Mullen and Jeffrey B. Kovach have the power to control each Investment LP's voting and investment decisions and may be deemed to have beneficial ownership of the securities held by the Arsenal Funds. Each of Investment III LP, Investment VI LP, Mr. Mullen and Mr. Kovach disclaims beneficial ownership of the common stock held directly by the Arsenal Funds, except to the extent of such person's pecuniary interest therein, and the filing of this statement shall not be deemed an admission of beneficial ownership of the securities reported herein for purposes of Section 16 or otherwise by any |
| 3. (Continued Footnote 2) of the foregoing or by any of the reporting persons. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Frank Scrudato, Authorized Signatory of the General Partner of the General Partner of Arsenal Capital Partners III LP | 12/16/2022 | |
| /s/ Frank Scrudato, Authorized Signatory of the General Partner of the General Partner of Arsenal Capital Partners III-B LP | 12/16/2022 | |
| /s/ Terrence M. Mullen, Managing Director of the General Partner of the General Partner of Arsenal Saturn Holdings LP | 12/16/2022 | |
| /s/ Terrence M. Mullen, Managing Director of the General Partner of Arsenal Capital Investment VI LP | 12/16/2022 | |
| /s/ Frank Scrudato, Authorized Signatory of the General Partner of Arsenal Capital Investment III LP | 12/16/2022 | |
| /s/ Jeffrey B. Kovach | 12/16/2022 | |
| /s/ Terrence M. Mullen | 12/16/2022 | |
| ** Signature of Reporting Person | Date | |
| 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
