Annual Statement of Changes in Beneficial Ownership (5)
February 14 2022 - 3:31PM
Edgar (US Regulatory)
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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).
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Form 3 Holdings Reported
[X]
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Gullans Steven R. Ph.D. | 2. Issuer Name and Ticker or Trading SymboliSpecimen Inc. [ISPC] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ISPECIMEN INC., 450 BEDFORD STREET | 3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2021 |
(Street)
LEXINGTON, MA 02420
(City)
(State)
(Zip)
| 4. If Amendment, Date Original Filed(MM/DD/YYYY) | 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any | 3. Trans. 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) |
Amount | (A) or (D) | Price |
Common Stock (1) | 7/30/2021 | 6/21/2021 | A4 | 2500 (1) | A | (2) | 2500 (1) | D | |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 (MM/DD/YYYY) | 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 at End of Issuer's Fiscal Year (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Non-Qualified Stock Options (3) | $8.00 | 7/30/2021 | 6/21/2021 | A4
| 13525 | | (3) | (3) | Common Stock | 13525 | (4) | 13525 | D | |
Explanation of Responses: |
(1) | Represents shares underlying certain restricted stock units ("RSUs"), each of which is a contingent right to receive one share of common stock at settlement subject to the terms and conditions set forth in the award of such RSUs by the Company to the Reporting Person pursuant to a Restricted Stock Unit Award Agreement (the "RSU Agreement"). The RSUs vest in four equal installments on September 21, 2021, December 21, 2021, March 21, 2022 and June 21, 2022, subject to the terms and conditions set forth in the RSU Agreement. 625 RSUs and 625 RSUs were settled for shares of common stock on September 30, 2021 and December 31, 2021, respectively, and the Reporting Person was issued 1,250 shares of common stock. |
(2) | The RSUs were awarded as compensation to the Reporting Person for his service as the director of the Company. |
(3) | Each non-qualified stock option ("NSO") represents a contingent right to receive one share of common stock upon exercise subject to the terms and conditions set forth in the award of such NSOs by iSpecimen Inc. (the "Company") to the Reporting Person pursuant to a Nonqualified Stock Option Award Agreement (the "NSO Agreement") under the iSpecimen Inc. 2021 Amended and Restated Stock Incentive Plan, as amended. The NSOs has a vesting term of three years with a one-year cliff (i.e. 33.33% of the NSOs vest on June 21, 2022, and the rest of the NSOs vest in equal quarterly installments on September 21, 2022 and each December 21, March 21, June 21 and September 21 until June 21, 2024), subject to the terms and conditions set forth in the NSO Agreement. |
(4) | The NSOs were awarded as compensation to the Reporting Person for his service as a director of the Company. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gullans Steven R. Ph.D. C/O ISPECIMEN INC. 450 BEDFORD STREET LEXINGTON, MA 02420 | X |
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Signatures
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/s/ Steven Gullans | | 2/14/2022 |
**Signature of Reporting Person | Date |
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