4//SEC Filing
BURKE ZANE M 4
Accession 0001639225-20-000061
CIK 0001639225other
Filed
Oct 29, 8:00 PM ET
Accepted
Oct 30, 5:17 PM ET
Size
8.8 KB
Accession
0001639225-20-000061
Insider Transaction Report
Form 4
BURKE ZANE M
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
2020-10-30−911,730→ 0 total - Disposition to Issuer
Common Stock
2020-10-30−5,000→ 911,730 total
Footnotes (7)
- [F1]Represents restricted stock units ("RSUs") voluntarily forfeited to the Issuer.
- [F2]Includes 210 shares acquired under the Livongo Health, Inc. 2019 Employee Stock Purchase Plan on October 28, 2020.
- [F3]Includes 72,652 RSUs and 491,149 shares of restricted stock.
- [F4]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 5, 2020, by and among the Issuer, Teladoc Health, Inc. ("Teladoc"), and Tempranillo Merger Sub, Inc., a wholly owned subsidiary of Teladoc, each share of the Issuer's common stock was converted into the right to receive 0.5920 of a share of Teladoc common stock and $4.24 in cash, without interest, together with cash in lieu of fractional shares (if any).
- [F5]Pursuant to the Merger Agreement, each outstanding RSU award of the Issuer was converted into a number of RSUs with respect to a number of shares of Teladoc common stock equal to the product of (i) the number of shares of the Issuer's common stock subject to such RSU award immediately prior to the effective time of the merger and (ii) the Equity Award Adjustment Ratio (as defined below) (rounded down to the nearest whole share of Teladoc common stock on an award-by-award basis), subject to the same terms and conditions as were applicable to such Issuer RSU immediately prior to the effective time of the merger (including applicable vesting conditions).
- [F6]The "Equity Award Adjustment Ratio" means the quotient determined by dividing (i) the volume weighted average closing price of the Issuer's common stock on the four trading days ending on October 29, 2020 by (ii) the volume weighted average closing price of Teladoc common stock on the four trading days beginning on October 29, 2020.
- [F7]Pursuant to the Merger Agreement, each outstanding award of restricted stock of the Issuer was converted into an award of a number of shares of restricted Teladoc common stock equal to the product of (i) the number of shares of the Issuer's common stock subject to such restricted stock award immediately prior to the effective time of the merger and (ii) the Equity Award Adjustment Ratio (rounded down to the nearest whole share of Teladoc common stock on an award-by-award basis), subject to the same terms and conditions as were applicable to such Issuer restrict stock award immediately prior to the effective time of the merger (including applicable vesting conditions).
Documents
Issuer
Livongo Health, Inc.
CIK 0001639225
Entity typeother
Related Parties
1- filerCIK 0001213555
Filing Metadata
- Form type
- 4
- Filed
- Oct 29, 8:00 PM ET
- Accepted
- Oct 30, 5:17 PM ET
- Size
- 8.8 KB