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*
SHAPIRO LEE

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/03/2020
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 09/03/2020 S(1)(2) 84,132 D $124.5 1,810,499 D
Common Stock 1,289,209 I See footnote(3)
Common Stock 1,580,122 I See footnote(4)
Common Stock 146,324 I See footnote(5)
Common Stock 235,134 I See footnote(6)
Common Stock 260,358 I See footnote(7)
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. On August 5, 2020, the Issuer entered into an Agreement and Plan of Merger with Teladoc Health, Inc. ("Teladoc") and Tempranillo Merger Sub, Inc., a wholly-owned subsidiary of Teladoc ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Teladoc (the "Merger"). Pursuant to the terms of the Rule 10b5-1 trading plan adopted by the reporting person on May 22, 2020 (the "Trading Plan"), all sales pursuant to the Trading Plan were automatically suspended following the public announcement of the Merger without any action by the reporting person, and the Trading Plan was subsequently terminated. The number of shares sold and reported on this form is consistent with the number of shares that would have been sold by the reporting person pursuant to the Trading Plan had the Trading Plan not been suspended in connection with the Merger.
2. In addition, in connection with the Merger the reporting person entered into a voting agreement with Teladoc and certain other stockholders of the Issuer party thereto (the "Voting Agreement"), pursuant to which, subject to certain exceptions, the reporting person agreed to vote all shares of the Issuer's common stock held by the reporting person in favor of the approval of the Merger. The sales reported on this form are expressly permitted and contemplated by the Voting Agreement, which permits the reporting person to sell or transfer a number of shares of the Issuer's common stock equivalent to such number of shares that would have been sold had the Trading Plan remained in effect. Following the sales reported on this form, the reporting person continues to hold over 85% of the shares of the Issuer's common stock directly held immediately prior to such sales.
3. 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.
4. 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.
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. 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.
7. 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.
Remarks:
/s/ Jonathan Dorfman, by power of attorney 09/04/2020
** 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).
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