SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Ross Andrew L.

(Last) (First) (Middle)
C/O ISPECIMEN INC.
450 BEDFORD STREET

(Street)
LEXINGTON MA 02420

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
iSpecimen Inc. [ ISPC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/21/2021
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock 06/21/2021 C(1) 355,005 A (1) 719,346 D
Common Stock 06/21/2021 C(2) 130,081 A (2) 849,427 D
Common Stock 06/21/2021 C(3) 360,674 A (3) 1,210,101 D
Common Stock 06/21/2021 C(4) 86,438 A (4) 1,296,539 D
Common Stock 06/21/2021 C(4) 13,985 A (4) 1,310,524 I By Andrew L. Ross 2013 Irrevocable Trust
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 Securities Underlying Derivative Security (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: 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
Series A Preferred Stock (5) 06/21/2021 C 355,005 (5) (5) Common Stock 355,005 (5) 0 D
Series B Preferred Stock (6) 06/21/2021 C 130,081 (6) (6) Common Stock 130,081 (6) 0 D
Convertible Note (7) 06/21/2021 J 231(10) (7) 06/30/2021 Common Stock 231 (7) 360,674 D
Convertible Note $5.6 06/21/2021 C 360,674 (7) 06/30/2021 Common Stock 360,674 (7) 0 D
Bridge Note (8) 06/21/2021 J 2,420(11) (8) 06/30/2021 Common Stock 2,420 (8) 86,438 D
Bridge Note (9) 06/21/2021 J 39(11) (9) 06/30/2021 Common Stock 39 (9) 13,985 I By Andrew L. Ross 2013 Irrevocable Trust
Bridge Note $5.6 06/21/2021 C 86,438 (8) 06/30/2021 Common Stock 86.438 (8) 0 D
Bridge Note $5.6 06/21/2021 C 13,985 (9) 06/30/2021 Common Stock 13,985 (9) 0 I By Andrew L. Ross 2013 Irrevocable Trust
Explanation of Responses:
1. Shares were issued to the reporting person upon conversion of the Issuer's Series A Preferred Stock owned through the date of conversion.
2. Shares were issued to the reporting person upon conversion of the Issuer's Series B Preferred Stock owned through the date of conversion.
3. Shares were issued to the reporting person upon conversion of an aggregate of $2,019,797 in principal and accrued interest through June 21, 2021 under a convertible note owed to the reporting person.
4. Shares were issued to the reporting person upon conversion of an aggregate of $562,375 in principal and accrued interest through June 21, 2021 under a bridge note owed to the reporting person.
5. Shares of Series A Preferred Stock automatically converted into shares of common stock upon the closing of the Issuer's initial public offering (the "IPO) and has no expiration date.
6. Shares of Series B Preferred Stock automatically converted into shares of common stock upon the closing of the IPO and has no expiration date.
7. The convertible note has a maturity date of June 30, 2021 and automatically converted into 360,674 shares of common stock at $5.60 upon the closing of the IPO.
8. The bridge note has a maturity date of June 30, 2021 and automatically converted into 100,423 shares of common stock at $5.60 upon the closing of the IPO.
9. The bridge note has a maturity date of June 30, 2021 and automatically converted into 13,985 shares of common stock at $5.60 upon the closing of the IPO.
10. Represents accrued interest from June 17, 2021 to June 21, 2021 under the convertible note.
11. Represents accrued interest from June 17, 2021 to June 21, 2021 under the bridge note.
/s/ Andrew L. Ross 06/23/2021
** Signature of Reporting Person Date
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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