UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Semler Scientific, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
81684M104
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 81684M104 |
| 1 | Names of Reporting Persons
Glenhill Advisors, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
497,864 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
497,864 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
497,864 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
9.7% | |||||
| 12 | Type of Reporting Person (See Instructions)
IA, HC | |||||
| CUSIP No. 81684M104 |
| 1 | Names of Reporting Persons
Glenn J. Krevlin | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
497,864 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
497,864 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
497,864 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
9.7% | |||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC | |||||
| CUSIP No. 81684M104 |
| 1 | Names of Reporting Persons
Glenhill Capital Advisors, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
497,864 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
497,864 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
497,864 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
9.7% | |||||
| 12 | Type of Reporting Person (See Instructions)
IA, HC | |||||
| CUSIP No. 81684M104 |
| 1 | Names of Reporting Persons
Glenhill Capital Management, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
497,864 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
497,864 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
497,864 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
9.7% | |||||
| 12 | Type of Reporting Person (See Instructions)
IA, HC | |||||
| CUSIP No. 81684M104 |
| 1 | Names of Reporting Persons
Glenhill Concentrated Long Master Fund, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
480,659 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
480,659 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
480,659 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
9.4% | |||||
| 12 | Type of Reporting Person (See Instructions)
OO | |||||
| Item 1(a). | Name of Issuer: |
Semler Scientific, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
2330 NW Everett St.
Portland, Oregon 97210
| Item 2(a). | Name of Person Filing: |
Glenhill Advisors, LLC, Glenn J. Krevlin, Glenhill Capital Advisors, LLC, Glenhill Capital Management, LLC and Glenhill Concentrated Long Master Fund, LLC.
Glenn J. Krevlin, is the managing member and control person of Glenhill Advisors, LLC, and is the sole shareholder of Krevlin Management, Inc. Krevlin Management, Inc. is the managing member of Glenhill Capital Advisors, LLC, which is the investment manager of Glenhill Concentrated Long Master Fund, LLC, which (along with Mr. Krevlin) is a security holder of the Issuer. Glenhill Advisors, LLC is the managing member of Glenhill Capital Management, LLC. Glenhill Capital Management, LLC is the managing member of Glenhill Concentrated Long Master Fund, LLC.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
600 Fifth Avenue, 11th Floor
New York, NY 10020
| Item 2(c). | Citizenship: |
See the response(s) to Item 4 on the attached cover page(s).
| Item 2(d). | Title of Class of Securities: |
Common Stock
| Item 2(e). | CUSIP Number: |
81684M104
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1:
| (a) | Amount Beneficially owned: |
See the response(s) to Item 9 on the attached cover page(s).
| (b) | Percent of Class: |
See the response(s) to Item 11 on the attached cover page(s), which was determined by dividing the number of shares beneficially held by the Reporting Person by 5,123,568, the number of shares of Common Stock issued and outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 3, 2016.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
See the response(s) to Item 5 on the attached cover page(s).
| (ii) | Shared power to vote or to direct the vote: |
See the response(s) to Item 6 on the attached cover page(s).
| (iii) | Sole power to dispose or to direct the disposition of: |
See the response(s) to Item 7 on the attached cover page(s).
| (iv) | Shared power to dispose or to direct the disposition of: |
See the response(s) to Item 8 on the attached cover page(s).
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | 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.
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.
DATE: February 14, 2017
| GLENHILL ADVISORS, LLC | ||
| By: | /s/ GLENN J. KREVLIN | |
| Name: | Glenn J. Krevlin | |
| Title: | Managing Member | |
| /s/ GLENN J. KREVLIN | ||
| Name: | Glenn J. Krevlin | |
| GLENHILL CAPITAL ADVISORS, LLC | ||
| By: | KREVLIN MANAGEMENT, INC. | |
| Managing Member | ||
| By: | /s/ GLENN J. KREVLIN | |
| Name: | Glenn J. Krevlin | |
| Title: | President | |
| GLENHILL CAPITAL MANAGEMENT, LLC | ||
| By: | GLENHILL ADVISORS, LLC | |
| Managing Member | ||
| By: | /s/ GLENN J. KREVLIN | |
| Name: | Glenn J. Krevlin | |
| Title: | Managing Member | |
| GLENHILL CONCENTRATED LONG MASTER FUND, LLC | ||
| By: | GLENHILL CAPITAL MANAGEMENT, LLC Managing Member | |
| By: | GLENHILL ADVISORS, LLC | |
| Managing Member | ||
| By: | /s/ GLENN J. KREVLIN | |
| Name: | Glenn J. Krevlin | |
| Title: | Managing Member | |