Fund Management S.a r.l. EQT Form 4 Certara / Fund Management S.a r.l. EQT 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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X

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^*

EQT Avatar Parent L.P.

(Last) (First) (Middle)

C/O EQT PARTNERS

1114 AVENUE OF THE AMERICAS, 45TH FLOOR

(Street)

NEW YORK, NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Certara, Inc. [ CERT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Common Stock	11/22/2021		S		8,117,655	D	$29.741(1)	37,458,939	I	Held by EQT Avatar Parent L.P.(2)

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

1. Name and Address of Reporting Person^*

EQT Avatar Parent L.P.

(Last) (First) (Middle)

C/O EQT PARTNERS

1114 AVENUE OF THE AMERICAS, 45TH FLOOR

(Street)

NEW YORK, NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EQT Avatar Parent GP LLC

(Last) (First) (Middle)

1114 AVENUE OF THE AMERICAS

45TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EQT Fund Management S.a r.l.

(Last) (First) (Middle)

26A, BOULEVARD ROYAL

(Street)

GRAND DUCHY OF LUXEMBOURG N4 L-2449

(City) (State) (Zip)

Explanation of Responses:

1. This amount represents the $31.00 public offering price per share of common stock of Certara, Inc., less the underwriting discount of $1.259 per share.

2. Consists of shares of common stock held directly by EQT Avatar Parent L.P. ("EQT Investor"). EQT Avatar Parent GP LLC ("Avatar Parent GP") is the general partner of the EQT Investor. Several investment vehicles collectively make up the fund known as "EQT VII." EQT VII owns 100% of the membership interests in Avatar Parent GP. EQT Fund Management S.a r.l. ("EFMS") has exclusive responsibility for the management and control of the business and affairs of investment vehicles which constitute the majority of the total commitments to EQT VII. As such, EFMS has the power to control Avatar Parent GP's voting and investment decisions and may be deemed to have beneficial ownership of the securities held by the EQT Investor.

	EQT Avatar Parent L.P., By: EQT Avatar Parent GP LLC, as its general partner, By: /s/ Ethan Waxman, Name: Ethan Waxman Title: Vice President	11/24/2021
	EQT Avatar Parent GP LLC, By: /s/ Ethan Waxman, Name: Ethan Waxman Title: Vice President	11/24/2021
	EQT Fund Management S.a r.l., By: /s/ Peter Veldman, Name: Peter Veldman Title: Manager and /s/ Nicholas Curwen, Name: Nicholas Curwen Title: Manager	11/24/2021
	** Signature of Reporting Person	Date
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