SEC FORM 4 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*
Green Philip D

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

(Street)
MOUNTAIN VIEW CA 94041

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Livongo Health, Inc. [ LVGO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/09/2020
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 04/09/2020 J(1) 576 A $0.00 576 D
Common Stock 04/09/2020 J(2) 8,865 A $0.00 33,865 I See footnote(3)
Common Stock 04/09/2020 J(2) 8,865 A $0.00 33,865 I See footnote(4)
Common Stock 04/09/2020 J(2) 8,865 A $0.00 33,865 I See footnote(5)
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
Explanation of Responses:
1. Represents the receipt of shares pursuant to pro rata in-kind distributions by 7wire Ventures Fund, L.P. and 7wire Ventures, LLC - Series Livongo E without consideration to its partners.
2. Represents the receipt of shares pursuant to pro rata in-kind distributions by 7wire Ventures, LLC - Series EosHealth, 7wire Ventures, LLC - Series Livongo D and 7wire Ventures, LLC - Series Livongo E without consideration to its partners.
3. The shares are held of record by The Philip D. Green 2012 Children's Trust FOB Joshua D. Green for which the reporting person's spouse serves as trustee.
4. The shares are held of record by The Philip D. Green 2012 Children's Trust FOB Justin J. Green for which the reporting person's spouse serves as trustee.
5. The shares are held of record by The Philip D. Green 2012 Children's Trust FOB Alexandra E. Green for which the reporting person's spouse serves as trustee.
Remarks:
Exhibit 24- Power of Attorney
/s/ Jonathan Dorfman, by power of attorney 04/13/2020
** 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).
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, Nerissa
Canonizado, Jonathan Dorfman and Carolyn Belamide, 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 10th day of March, 2020.


                               Signature: /s/ Philip D. Green
                               --------------------------------------
                               Print Name: Philip D. Green