Certara, Inc.
A maker of biosimulation software that lets drug developers test medicines in virtual patients before real trials, Certara's tools include Simcyp, Phoenix, and Chemaxon, and are used by researchers and regulators around the world. It was formed in 2008 from the merger of Tripos and Pharsight, two pioneers in molecular modeling and clinical trial simulation. The coined name "Certara" echoes the word certainty — a nod to its aim of making drug development more predictable.
Purchase Agreement On November 3, 2022, Holdings LP and EQT Avatar Parent L.P. ("EQT") entered into a Purchase Agreement (the "Purchase Agreement"), pursuant to which EQT agreed to sell, and Holdings LP agreed to purchase, 29,954,521 shares of Common Stock for $15.00 per share for an aggregate purchase price of $449,317,815 (the "Transaction"). The closing of the Transaction occurred on December 8, 2022. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is included as Exhibit 2 and is incorporated by reference. The Reporting Persons acquired the securities reported herein for investment purposes. The Reporting Persons are reviewing and intend to continuously review their investment in the Issuer. Subject to the terms of the Letter Agreement (as defined herein), depending on market conditions and other factors (including but not limited to evaluation of the Issuer's businesses, strategic directions and prospects, availability of funds, alternative uses of funds and general economic and industry conditions), the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they may deem appropriate, whether alone or together with other third parties, which may from time to time involve acquiring or causing their respective affiliates to acquire additional or all securities of the Issuer or disposing of all or a portion of their investment in the Issuer, including entering into discussions, agreements, arrangements and understandings with respect to such matters or the pursuit thereof. Except as set forth in the preceding paragraph and in Item 6 of this Schedule 13D, as of the date hereof, the Reporting Persons do not have any present plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of this Schedule 13D. Notwithstanding the foregoing, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with the Issuer and third parties about the Issuer and the Reporting Persons' investment, or changing their intention with respect to any and all matters referred to in Item 4.
Purchase Agreement On November 3, 2022, Holdings LP and EQT Avatar Parent L.P. ("EQT") entered into a Purchase Agreement (the "Purchase Agreement"), pursuant to which EQT agreed to sell, and Holdings LP agreed to purchase, 29,954,521 shares of Common Stock for $15.00 per share for an aggregate purchase price of $449,317,815 (the "Transaction"). The closing of the Transaction occurred on December 8, 2022. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is included as Exhibit 2 and is incorporated by reference. The Reporting Persons acquired the securities reported herein for investment purposes. The Reporting Persons are reviewing and intend to continuously review their investment in the Issuer. Subject to the terms of the Letter Agreement (as defined herein), depending on market conditions and other factors (including but not limited to evaluation of the Issuer's businesses, strategic directions and prospects, availability of funds, alternative uses of funds and general economic and industry conditions), the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they may deem appropriate, whether alone or together with other third parties, which may from time to time involve acquiring or causing their respective affiliates to acquire additional or all securities of the Issuer or disposing of all or a portion of their investment in the Issuer, including entering into discussions, agreements, arrangements and understandings with respect to such matters or the pursuit thereof. Except as set forth in the preceding paragraph and in Item 6 of this Schedule 13D, as of the date hereof, the Reporting Persons do not have any present plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of this Schedule 13D. Notwithstanding the foregoing, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with the Issuer and third parties about the Issuer and the Reporting Persons' investment, or changing their intention with respect to any and all matters referred to in Item 4.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Dimensional Fund Advisors LP | 13G/APassive | 3.9% | 6.02M | Jul 14, 2026 |
| BlackRock, Inc. | 13G/APassive | 11.6% | 18.03M | Jul 8, 2026 |
| Wasatch Advisors LP | 13G/APassive | 3.3% | 5.27M | Apr 6, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 26, 2026 |
| Deerfield Mgmt, L.P. | 13G/APassive | 4.9% | 7.81M | Nov 25, 2025 |
| Deerfield Management Company, L.P. | 13G/APassive | 4.9% | 7.81M | Nov 25, 2025 |
| Deerfield Partners, L.P. | 13G/APassive | 4.9% | 7.81M | Nov 25, 2025 |
| James E. Flynn | 13G/APassive | 4.9% | 7.81M | Nov 25, 2025 |
| Terry M. Mullen | 13D/AActivist | 22.6% | 36.35M | Apr 14, 2025 |
Purchase Agreement On November 3, 2022, Holdings LP and EQT Avatar Parent L.P. ("EQT") entered into a Purchase Agreement (the "Purchase Agreement"), pursuant to which EQT agreed to sell, and Holdings LP agreed to purchase, 29,954,521 shares of Common Stock for $15.00 per share for an aggregate purchase price of $449,317,815 (the "Transaction"). The closing of the Transaction occurred on December 8, 2022. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is included as Exhibit 2 and is incorporated by reference. The Reporting Persons acquired the securities reported herein for investment purposes. The Reporting Persons are reviewing and intend to continuously review their investment in the Issuer. Subject to the terms of the Letter Agreement (as defined herein), depending on market conditions and other factors (including but not limited to evaluation of the Issuer's businesses, strategic directions and prospects, availability of funds, alternative uses of funds and general economic and industry conditions), the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they may deem appropriate, whether alone or together with other third parties, which may from time to time involve acquiring or causing their respective affiliates to acquire additional or all securities of the Issuer or disposing of all or a portion of their investment in the Issuer, including entering into discussions, agreements, arrangements and understandings with respect to such matters or the pursuit thereof. Except as set forth in the preceding paragraph and in Item 6 of this Schedule 13D, as of the date hereof, the Reporting Persons do not have any present plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of this Schedule 13D. Notwithstanding the foregoing, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with the Issuer and third parties about the Issuer and the Reporting Persons' investment, or changing their intention with respect to any and all matters referred to in Item 4. | ||||
| Arsenal Saturn Holdings LP | 13D/AActivist | 18.6% | 29.95M | Apr 14, 2025 |
Purchase Agreement On November 3, 2022, Holdings LP and EQT Avatar Parent L.P. ("EQT") entered into a Purchase Agreement (the "Purchase Agreement"), pursuant to which EQT agreed to sell, and Holdings LP agreed to purchase, 29,954,521 shares of Common Stock for $15.00 per share for an aggregate purchase price of $449,317,815 (the "Transaction"). The closing of the Transaction occurred on December 8, 2022. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is included as Exhibit 2 and is incorporated by reference. The Reporting Persons acquired the securities reported herein for investment purposes. The Reporting Persons are reviewing and intend to continuously review their investment in the Issuer. Subject to the terms of the Letter Agreement (as defined herein), depending on market conditions and other factors (including but not limited to evaluation of the Issuer's businesses, strategic directions and prospects, availability of funds, alternative uses of funds and general economic and industry conditions), the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they may deem appropriate, whether alone or together with other third parties, which may from time to time involve acquiring or causing their respective affiliates to acquire additional or all securities of the Issuer or disposing of all or a portion of their investment in the Issuer, including entering into discussions, agreements, arrangements and understandings with respect to such matters or the pursuit thereof. Except as set forth in the preceding paragraph and in Item 6 of this Schedule 13D, as of the date hereof, the Reporting Persons do not have any present plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of this Schedule 13D. Notwithstanding the foregoing, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with the Issuer and third parties about the Issuer and the Reporting Persons' investment, or changing their intention with respect to any and all matters referred to in Item 4. | ||||