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*
Kinnevik Internet Lux S.a r.l.

(Last) (First) (Middle)
7, AVE JEAN-PIERRE PESCATORE

(Street)
N4 L-2324

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2019
3. Issuer Name and Ticker or Trading Symbol
Livongo Health, Inc. [ LVGO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
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, $0.001 par value per share 12,653,927(1)(2) D
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
Explanation of Responses:
1. On November 13, 2019, Kinnevik Online AB, a wholly-owned subsidiary of Kinnevik AB (publ), transferred its shares of the Issuer's common stock to Kinnevik Internet Lux S.a r.l., a wholly-owned subsidiary of Kinnevik AB (publ) (the "Reporting Person" and, together with Kinnevik AB (publ) and Kinnevik Online AB, the "Kinnevik Group"). Throughout this transfer among affiliates, Kinnevik AB (publ) remained the indirect beneficial owner of the shares of the Issuer's common stock, and no consideration or other value was transferred to or from the Kinnevik Group.
2. In connection with this transfer among affiliates discussed in footnote 1, the Reporting Person has entered into a lock-up agreement, pursuant to which the Reporting Person has agreed that, for a period of 180 days beginning on July 29, 2019, the Issuer's common stock cannot be sold without the prior written consent of Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters of the Issuer's initial public offering.
/s/ Mikael Holmberg and Rejane Koczorowski, each as authorized signatory of Kinnevik Internet Lux S.a r.l. 11/13/2019
** 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.