CUSIP No. 808644108
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13G
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Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSON
LifeSci Holdings, LLC.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
4,918,487
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
4,918,487
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,918,487
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.29%
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12
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TYPE OF REPORTING PERSON*
OO
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CUSIP No. 808644108
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13G
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Page 3 of 9 Pages
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1
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NAME OF REPORTING PERSON
LifeSci Venture Partners II LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,945,897
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,945,897
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,945,897
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
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12
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TYPE OF REPORTING PERSON*
OO
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CUSIP No. 808644108
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13G
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Page 4 of 9 Pages
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1
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NAME OF REPORTING PERSON
Andrew McDonald
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
6,864,384(1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
6,864,384(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,864,384(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.98%
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12
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TYPE OF REPORTING PERSON*
IN
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(1)
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Consists of 4,918,487 shares of common stock owned by LifeSci
Holdings LLC (“LifeSci Holdings”) and 1,945,897 shares of common stock owned by LifeSci Venture Partners II LP (“LifeSci
Ventures”). Andrew McDonald shares voting and dispositive power over the shares owned by the LifeSci Holdings and LifeSci Ventures.
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CUSIP No. 808644108
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13G
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Page 5 of 9 Pages
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1
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NAME OF REPORTING PERSON
Michael Rice
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
6,864,384(1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
6,864,384(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,864,384(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.98%
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12
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TYPE OF REPORTING PERSON*
IN
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(1)
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Consists of 4,918,487 shares of common stock owned by LifeSci
Holdings LLC (“LifeSci Holdings”) and 1,945,897 shares of common stock owned by LifeSci Venture Partners II LP (“LifeSci
Ventures”). Michael Rice shares voting and dispositive power over the shares owned by the LifeSci Holdings and LifeSci Ventures.
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CUSIP No. 808644108
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13G
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Page 6 of 9 Pages
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Explanatory Note
Item 1.
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(a)
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Name of Issuer: Science 37 Holdings, Inc. (f/k/a LifeSci Acquisition II Corp.)
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(b)
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Address of Issuer’s Principal Executive Offices:
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600 Corporate Pointe, Suite 320 Culver City, California 90230
Item 2.
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(a)
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Name of Person Filing:
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This statement is filed by:
(i) LifeSci Holdings, LLC
(ii) LifeSci Venture Partners II LP
(iii) Andrew McDonald
(iv) Michael Rice
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(b)
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Address of Principal Business Office or if none, Residence:
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c/o LifeSci Capital LLC
250 W. 55th St., #3401
New York, NY 10019
LifeSci
Holdings, LLC – Delaware
LifeSci
Venture Partners II LP – Delaware
Andrew McDonald – United States
Michael Rice – United States
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(d)
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Title of Class of Securities: Common Stock, $0.0001 par value
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(e)
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CUSIP Number: 808644108
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(a)
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Amount Beneficially Owned:
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LifeSci
Holdings, LLC – 4,918,487 shares.
LifeSci
Venture Partners II LP – 1,945,897 shares.
Andrew McDonald – 6,864,384 shares. Consists of 4,918,487
shares of common stock owned by LifeSci Holdings LLC and 1,945,897 shares of common stock owned by LifeSci Venture Partners II LP.
Michael Rice – 6,864,384 shares. Consists of 4,918,487 shares
of common stock owned by LifeSci Holdings LLC and 1,945,897 shares of common stock owned by LifeSci Venture Partners II LP.
CUSIP No. 808644108
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13G
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Page 7 of 9 Pages
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LifeSci Holdings, LLC – 4.29%
LifeSci
Venture Partners II LP – 1.70%
Andrew McDonald – 5.98%
Michael Rice – 5.98%
The foregoing
percentages are based on 114,707,150 shares of common stock outstanding as of October 6, 2021.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
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LifeSci
Holdings, LLC – 4,918,487 shares.
LifeSci
Venture Partners II LP – 1,945,897 shares.
Andrew
McDonald – 0 shares.
Michael
Rice – 0 shares.
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(ii)
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shared power to vote or to direct the vote:
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LifeSci
Holdings, LLC – 0 shares.
LifeSci
Venture Partners II LP – 0 shares.
Andrew McDonald – 6,864,384
Michael Rice – 6,864,384
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(iii)
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sole power to dispose or to direct the disposition of:
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LifeSci
Holdings, LLC – 4,918,487 shares.
LifeSci
Venture Partners II LP – 1,945,897 shares.
Andrew
McDonald – 0 shares.
Michael
Rice – 0 shares.
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(iv)
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shared power to dispose or to direct the disposition of:
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LifeSci
Holdings, LLC – 0 shares.
LifeSci
Venture Partners II LP – 0 shares.
Andrew McDonald – 6,864,384
Michael Rice – 6,864,384
CUSIP No. 808644108
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13G
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Page 8 of 9 Pages
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Item 5.
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Ownership of Five Percent or Less of a Class: Not Applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person: Not Applicable
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Item 7.
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Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable
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Item 8.
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Identification and Classification of Members of the Group: Not Applicable
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Item 9.
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Notice of Dissolution of Group: Not Applicable
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Item 10.
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Certifications: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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CUSIP No. 808644108
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13G
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Page 9 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
October 15,
2021
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LIFESCI HOLDINGS, LLC
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By:
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/s/ Andrew McDonald
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Name:
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Andrew McDonald
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Title:
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Managing Member
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By:
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/s/ Michael Rice
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Name:
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Michael Rice
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Title:
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Managing Member
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LIFESCI VENTURE PARTNERS II LP
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By:
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/s/ Andrew McDonald
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Name:
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Andrew McDonald
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Title:
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General Partner
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By:
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/s/ Michael Rice
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Name:
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Michael Rice
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Title:
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General Partner
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/s/ Andrew McDonald
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Andrew McDonald
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/s/ Michael Rice
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Michael Rice
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The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative
other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf
of such person shall be filed with the statement, Provided, however, That a power of attorney for this purpose which is already on file
with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.