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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SEMLER ERIC
  2. Issuer Name and Ticker or Trading Symbol
Semler Scientific, Inc. [SMLR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
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)
Code V Amount (A) or (D) Price
Common Stock 02/26/2014   C(1)   173,668 A (1) 356,525 D  
Common Stock 02/26/2014   C(1)   125,000 A (1) 481,525 D  
Common Stock 02/26/2014   M(2)   83,334 A $ 4.5 564,859 D  
Common Stock 02/26/2014   M(2)   41,667 A $ 4.5 606,526 D  
Common Stock 02/26/2014   M(2)   5,250 A $ 4.5 611,776 D  
Common Stock 02/26/2014   M(2)   93,750 A $ 4 705,526 D  
Common Stock 02/26/2014   F(2)   137,305 D $ 7 568,221 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) 02/26/2014   C(1)     173,668   (1)   (1) Common Stock 173,668 $ 0 0 D  
Series A-1 Convertible Preferred Stock (1) 02/26/2014   C(1)     125,000   (1)   (1) Common Stock 125,000 $ 0 0 D  
Series A Preferred Stock Warrant (right to buy) $ 4.5 02/26/2014   M(2)     83,334 07/01/2012 06/30/2015 Common Stock 83,334 $ 0 0 D  
Series A Preferred Stock Warrant (right to buy) $ 4.5 02/26/2014   M(2)     41,667 08/31/2012 06/30/2015 Common Stock 41,667 $ 0 0 D  
Series A Preferred Stock Warrant (right to buy) $ 4.5 02/26/2014   M(2)     5,250 06/07/2012 06/30/2015 Common Stock 5,250 $ 0 0 D  
Series A-1 Preferred Stock Warrant (right to buy) $ 4 02/26/2014   M(2)     93,750 06/07/2012 06/30/2015 Common Stock 93,750 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SEMLER ERIC
2330 NW EVERETT ST.
PORTLAND, OR 97210
    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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