Hubbard John W Form 4 Science 37 / John W Hubbard ownership change

SEC Form 4

FORM 4

UNITED 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hubbard John W

(Last) (First) (Middle)

C/O 600 CORPORATE POINTE, SUITE 320

(Street)

CULVER CITY CA 90230

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2021

4. If Amendment, Date of 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

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

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Earn-Out Right	(1)(2)	10/06/2021		A		50,802		(1)(2)	(1)(2)	Common Stock	50,802	(1)(2)	50,802	D
Stock Option	$10.05	10/07/2021		A		27,575		(3)	10/07/2031	Common Stock	27,575	$0	27,575	D

Explanation of Responses:

1. On October 6, 2021, pursuant to the Agreement and Plan of Merger, dated May 6, 2021 (the "Merger Agreement"), LifeSci Acquisition II Corp. (the "Issuer"), LifeSci Acquisition II Merger Sub, Inc. ("Merger Sub") and Science 37, Inc. ("Legacy Science 37") consummated a business combination (the "Business Combination"), in which Merger Sub merged with and into Legacy Science 37 with Legacy Science 37 surviving such merger as a wholly-owned subsidiary of the Issuer, which subsequently changed its name to "Science 37 Holdings, Inc."

2. Pursuant to the terms of the Merger Agreement, former holders of Legacy Science 37 common stock and former holders of Legacy Science 37 options are entitled to receive their pro rata share of up to 12,500,000 additional shares of the Issuer's Common Stock (the "Earn-Out Shares") if, within the three-year period following the closing date of the Merger Agreement, the volume weighted average price of Issuer's Common Stock equals or exceeds certain thresholds. Of the Earn-Out Shares, forty percent will be issued if the volume weighted average price of the Common Stock equals or exceeds $15.00 per share for a period of at least 20 days out of 30 consecutive trading days, and the remaining sixty percent will be issued if the volume weighted average price of the Issuer's Common Stock equals or exceeds $20.00 per share for a period of at least 20 days out of 30 consecutive trading days. The issuance of such shares are subject to certain adjustments set forth in the Merger Agreement.

3. The Stock Option shall vest and become exercisable in a single installment on the earlier of October 7, 2022 and the first annual meeting of the Company's stockholders to occur after the date of grant, subject to the grantee's continued service as a director through the applicable vesting date.

	/s/ Christine Pellizzari, Attorney-in-fact for John W. Hubbard	10/12/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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