Sec Form 5 Filing - Scholl George H. @ iSpecimen Inc. - 2021-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
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
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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1. Name and Address of Reporting Person
Scholl George H.
2. Issuer Name and Ticker or Trading Symbol
iSpecimen Inc. [ ISPC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ISPECIMEN INC., 450 BEDFORD STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2021
(Street)
LEXINGTON, MA02420
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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( 1 ) 07/30/2021 06/21/2021 A 2,500( 1 ) A 2,500( 1 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Options( 3 ) $ 8 07/30/2021 06/21/2021 A 13,525 ( 3 ) ( 3 ) Common Stock 13,525 ( 4 ) 13,525 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Scholl George H.
C/O ISPECIMEN INC.
450 BEDFORD STREET
LEXINGTON, MA02420
X
Signatures
/s/ George Scholl 02/14/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of common stock was awarded as a restricted stock unit ("RSU"), 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 quarterly 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 exercise for one share of common stock upon vesting 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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