SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
TULLMAN GLEN

(Last) (First) (Middle)
C/O LIVONGO HEALTH, INC.
150 WEST EVELYN AVENUE, SUITE 150

(Street)
MOUNTAIN VIEW CA 94041

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2019
3. Issuer Name and Ticker or Trading Symbol
Livongo Health, Inc. [ LVGO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 799,163 D
Common Stock 414,808 I See footnote(1)
Common Stock 3,373,987 I See footnote(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (3) (3) Common Stock 3,506 (3) I See footnote(1)
Series C Convertible Preferred Stock (4) (4) Common Stock 2,104 (4) I See footnote(1)
Series C Convertible Preferred Stock (4) (4) Common Stock 285,131 (4) I See footnote(5)
Series D Convertible Preferred Stock (6) (6) Common Stock 250,800 (6) I See footnote(1)
Series D Convertible Preferred Stock (6) (6) Common Stock 361,718 (6) I See footnote(7)
Series E Convertible Preferred Stock (8) (8) Common Stock 488,683 (8) I See footnote(1)
Series E Convertible Preferred Stock (8) (8) Common Stock 400,528 (8) I See footnote(9)
Series E Convertible Preferred Stock (8) (8) Common Stock 60,000 (8) I See footnote(10)
Employee Stock Option (right to buy) (11) 02/12/2024 Common Stock 940,050 0.74 D
Employee Stock Option (right to buy) (11) 06/01/2024 Common Stock 119,904 0.36 D
Employee Stock Option (right to buy) (11) 03/09/2025 Common Stock 969,169 0.8 D
Employee Stock Option (right to buy) (12) 04/30/2027 Common Stock 1,294,722 1.88 D
Employee Stock Option (right to buy) (13) 01/16/2028 Common Stock 1,040,360 3.62 D
Employee Stock Option (right to buy) (14) 06/18/2028 Common Stock 166,000 3.62 D
Explanation of Responses:
1. The shares are held of record by 7Wire Ventures Fund, L.P., or 7Wire LP. The reporting person serves as a Manager of 7Wire Management, LLC, or 7Wire Management, the Manager of 7Wire LP. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
2. The shares are held of record by 7Wire Ventures LLC-Series EosHealth. The reporting person serves as a Manager of 7Wire Management, the Manager of 7Wire Ventures LLC-Series EosHealth. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
3. Each share of Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.
4. Each share of Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.
5. The shares are held of record by 7Wire Ventures LLC - Series Livongo C. The reporting person serves as a Manager of 7Wire Management, the Manager of 7Wire Ventures LLC - Series Livongo C. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
6. Each share of Series D Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.
7. The shares are held of record by 7Wire Ventures LLC - Series Livongo D. The reporting person serves as a Manager of 7Wire Management, the Manager of 7Wire Ventures LLC - Series Livongo D. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
8. Each share of Series E Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.
9. The shares are held of record by 7Wire Ventures LLC - Series Livongo E. The reporting person serves as a Manager of 7Wire Management, the Manager of 7Wire Ventures LLC - Series Livongo E. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
10. The shares are held of record by 7Wire Ventures Wanxiang Strategic Fund I, LLC, or 7Wire Wanxiang. The reporting person serves as a Manager of 7Wire Management, the Manager of 7Wire Wanxiang. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
11. Shares subject to the option are fully vested and immediately exercisable.
12. One-fourth of the shares subject to the option vested on May 1, 2018 and 1/48 of the shares vest monthly thereafter.
13. One-fourth of the shares subject to the option vested on January 17, 2019 and 1/48 of the shares vest monthly thereafter.
14. One-fourth of the shares subject to the option vested on June 19, 2019 and 1/48 of the shares vest monthly thereafter.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Erica Palsis, by power of attorney 07/24/2019
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      Exhibit 24

                               POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of Livongo Health, Inc. (the
"Company"), hereby constitutes and appoints Lee Shapiro, Erica Palsis and
Nerissa Canonizado, and each of them, as the undersigned's true and lawful
attorney-in-fact to:

        1.     complete and execute Forms 3, 4 and 5 and other forms and all
               amendments thereto as such attorney-in-fact shall in his
               discretion determine to be required or advisable pursuant to
               Section 16 of the Securities Exchange Act of 1934 (as amended)
               and the rules and regulations promulgated thereunder, or any
               successor laws and regulations, as a consequence of the
               undersigned's ownership, acquisition or disposition of securities
               of the Company; and

        2.     do all acts necessary in order to file such forms with the SEC,
               any securities exchange or national association, the Company and
               such other person or agency as the attorneys-in-fact shall deem
               appropriate.

        The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agents shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934 (as amended).

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 24th day of June, 2019.


                                        Signature: /s/ Glen E. Tullman
                                                   ----------------------------

                                        Print Name: Glen E. Tullman