Sec Form 4 Filing - Virkler Drayton @ Certara, Inc. - 2023-03-31

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 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 Virkler Drayton 2. Issuer Name and Ticker or Trading Symbol Certara, Inc. [ CERT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) PRESIDENT, REG & ACCES (Last) (First) (Middle) C/O CERTARA, INC., 100 OVERLOOK CENTER, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2023 (Street) PRINCETON, NJ08540 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 03/31/2023 M 3,990 ( 1 ) A $ 0 13,581 D Common Stock 03/31/2023 F 1,166 ( 2 ) D $ 23.8 12,415 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 Restricted Stock Units ( 1 ) 03/31/2023 M 3,990 ( 1 ) 04/01/2025 Common Stock 3,990 $ 0 7,982 D Restricted Stock Units ( 3 ) 04/01/2023 M 23,556 ( 3 ) 04/01/2026 Common Stock 23,556 $ 0 23,556 D Restricted Stock Units ( 4 ) ( 4 ) 10/01/2024 Common Stock 6,024 6,024 D Restricted Stock Units ( 5 ) ( 5 ) 10/04/2025 Common Stock 17,440 17,440 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Virkler Drayton C/O CERTARA, INC. 100 OVERLOOK CENTER, SUITE 101 PRINCETON, NJ08540 PRESIDENT, REG & ACCES Signatures /s/ Richard M. Traynor as attorney-in-fact for Drayton Virkler 04/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") was granted on April 1, 2022, under the Certara, Inc. 2020 Incentive Plan ("2020 Incentive Plan") and represents a right to receive one share of common stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on March 31, 2023. The remaining two-thirds of the RSUs are scheduled to vest and settle in two equal installments on April 1, 2024, and April 1, 2025. ( 2 )Represents RSUs withheld to satisfy the tax withholding obligations in connection with the vesting and settlement of RSUs, exempt under Rule 16b-3. ( 3 )Each RSU was granted on April 1, 2023, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent thereof. The RSUs will vest and settle in three equal installments on April 1, 2024, April 1, 2025, and April 1, 2026. ( 4 )Each RSU was granted on October 1, 2021, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on October 1, 2022. The remaining two-thirds of the RSUs are scheduled to vest and settle in two equal installments on October 1, 2023, and October 1, 2024. ( 5 )Each RSU was granted on October 4, 2022, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent thereof. The RSUs will vest and settle in three equal installments on October 4, 2023, October 4, 2024, and October 4, 2025.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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