Edgar Filing: Semler Scientific, Inc.

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Chang William H

2. Issuer Name and Ticker or Trading Symbol
Semler Scientific, Inc. [SMLR]

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

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

(Last)

(First)

(Middle)

C/O SEMLER SCIENTIFIC, INC., 2330 NW EVERETT ST.

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2014

(Street)

PORTLAND, OR 97210

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/26/2014		C⁽¹⁾		417,781	A	⁽¹⁾	537,066	I	By Chang Family Trust
Common Stock	02/26/2014		C⁽¹⁾		64,583	A	⁽¹⁾	601,649	I	By Chang Family Trust
Common Stock	02/26/2014		C⁽¹⁾		41,667	A	⁽¹⁾	634,316	I	By Chang Family Trust
Common Stock	02/26/2014		M⁽²⁾		38,889	A	$ 4.5	682,205	I	By Chang Family Trust
Common Stock	02/26/2014		M⁽²⁾		83,334	A	$ 4.5	765,539	I	By Chang Family Trust
Common Stock	02/26/2014		M⁽²⁾		92,501	A	$ 4.5	858,040	I	By Chang Family Trust
Common Stock	02/26/2014		M⁽²⁾		54,167	A	$ 4.5	912,207	I	By Chang Family Trust
Common Stock	02/26/2014		M⁽²⁾		37,500	A	$ 4.5	949,707	I	By Chang Family Trust
Common Stock	02/26/2014		M⁽²⁾		37,500	A	$ 4.5	987,207	I	By Chang Family Trust
Common Stock	02/26/2014		M⁽²⁾		44,445	A	$ 4.5	1,031,652	I	By Chang Family Trust
Common Stock	02/26/2014		M⁽²⁾		20,844	A	$ 4	1,052,496	I	By Chang Family Trust
Common Stock	02/26/2014		M⁽²⁾		48,437	A	$ 4	1,100,933	I	By Chang Family Trust
Common Stock	02/26/2014		F⁽²⁾		286,460	D	$ 7	814,473	I	By Chang Family Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾

02/26/2014

C⁽¹⁾

417,781

⁽¹⁾

Common Stock

417,781

$ 0

By Chang Family Trust

Series A-1 Convertible Preferred Stock

⁽¹⁾

02/26/2014

C⁽¹⁾

64,583

⁽¹⁾

Common Stock

64,583

$ 0

By Chang Family Trust

Series A-2 Convertible Preferred Stock

⁽¹⁾

02/26/2014

C⁽¹⁾

41,667

⁽¹⁾

Common Stock

41,667

$ 0

By Chang Family Trust

Series A Preferred Stock Warrant (right to buy)

$ 4.5

02/26/2014

M⁽²⁾

38,889

07/01/2013

07/31/2016

Common Stock

38,889

$ 0

By Chang Family Trust

Series A Preferred Stock Warrant (right to buy)

$ 4.5

02/26/2014

M⁽²⁾

83,334

08/31/2012

06/30/2015

Common Stock

83,334

$ 0

By Chang Family Trust

Series A Preferred Stock Warrant (right to buy)

$ 4.5

02/26/2014

M⁽²⁾

92,501

07/01/2012

06/30/2016

Common Stock

92,501

$ 0

By Chang Family Trust

Series A Preferred Stock Warrant (right to buy)

$ 4.5

02/26/2014

M⁽²⁾

54,167

06/07/2012

06/30/2015

Common Stock

54,167

$ 0

By Chang Family Trust

Series A Preferred Stock Warrant (right to buy)

$ 4.5

02/26/2014

M⁽²⁾

37,500

06/07/2012

08/31/2021

Common Stock

37,500

$ 0

By Chang Family Trust

Series A Preferred Stock Warrant (right to buy)

$ 4.5

02/26/2014

M⁽²⁾

37,500

06/07/2012

05/31/2021

Common Stock

37,500

$ 0

By Chang Family Trust

Series A Preferred Stock Warrant (right to buy)

$ 4.5

02/26/2014

M⁽²⁾

44,445

06/07/2012

01/31/2016

Common Stock

44,445

$ 0

By Chang Family Trust

Series A-1 Preferred Stock Warrant (right to buy)

$ 4

02/26/2014

M⁽²⁾

20,844

06/07/2012

01/31/2016

Common Stock

20,844

$ 0

By Chang Family Trust

Series A-1 Preferred Stock Warrant (right to buy)

$ 4

02/26/2014

M⁽²⁾

48,437

06/07/2012

06/30/2015

Common Stock

48,437

$ 0

By Chang Family Trust

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Chang William H C/O SEMLER SCIENTIFIC, INC. 2330 NW EVERETT ST. PORTLAND, OR 97210	X	X

Signatures

/s/ Douglas Murphy-Chutorian, attorney-in-fact		02/27/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	These securities automatically converted into Issuer's common stock on a one-for-one basis upon consummation of Issuer's initial public offering ("IPO") and had no expiration date.
(2)	These securities were cashlessly exercised immediately prior to Issuer's IPO and automatically converted into shares of Issuer's common stock on a one-for-one basis.

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