4//SEC Filing
SHAPIRO LEE 4
Accession 0001639225-20-000063
CIK 0001639225other
Filed
Oct 29, 8:00 PM ET
Accepted
Oct 30, 5:20 PM ET
Size
30.5 KB
Accession
0001639225-20-000063
Insider Transaction Report
Form 4
SHAPIRO LEE
Chief Financial Officer
Transactions
- Other
Common Stock
2020-10-30−940,788→ 35,887 total(indirect: See footnote) - Other
Common Stock
2020-10-29−1,185,097→ 0 total(indirect: See footnote) - Other
Common Stock
2020-10-29−176,361→ 0 total(indirect: See footnote) - Other
Common Stock
2020-10-29+25,468→ 1,718,701 total - Disposition to Issuer
Common Stock
2020-10-30−1,743,319→ 0 total - Other
Common Stock
2020-10-30+173,041→ 185,121 total(indirect: See footnote) - Disposition to Issuer
Common Stock
2020-10-30−2,488→ 1,743,319 total - Disposition to Issuer
Common Stock
2020-10-30−35,887→ 0 total(indirect: See footnote) - Other
Common Stock
2020-09-11+12,080→ 12,080 total(indirect: See footnote) - Gift
Common Stock
2020-10-16−135,000→ 1,693,023 total - Other
Common Stock
2020-10-29−109,748→ 0 total(indirect: See footnote) - Other
Common Stock
2020-10-29−195,277→ 0 total(indirect: See footnote) - Other
Common Stock
2020-10-30+27,106→ 1,745,807 total - Disposition to Issuer
Common Stock
2020-10-30−185,121→ 0 total(indirect: See footnote)
Footnotes (21)
- [F1]Represents the receipt of shares pursuant to a pro rata in-kind distribution by 7wire Ventures Wanxiang Strategic Fund I, LP.
- [F10]The shares were 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.
- [F11]Represents the receipt of shares pursuant to pro rata in-kind distributions by 7wire Ventures LLC - Series Livongo D and 7wire Ventures LLC - Series Livongo E.
- [F12]Includes 210 shares acquired under the Livongo Health, Inc. 2019 Employee Stock Purchase Plan on October 28, 2020.
- [F13]Represents a pro rata in-kind distribution by 7wire Ventures Fund, L.P. without consideration to its partners.
- [F14]The shares are held of record by 7wire Ventures Fund, L.P. The reporting person serves as a Manager of 7wire Management, the Manager of 7wire Ventures Fund, L.P. 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.
- [F15]Represents the receipt of shares pursuant to a pro rata in-kind distribution by 7wire Ventures Fund L.P.
- [F16]Represents the receipt of shares pursuant to pro rata in-kind distributions by 7wire Ventures Fund L.P. and 7wire Ventures Wanxiang Strategic Fund I, LP.
- [F17]Represents restricted stock units ("RSUs") voluntarily forfeited to the Issuer.
- [F18]Includes 763,507 RSUs.
- [F19]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).
- [F2]The shares are held of record by 7wire Management I, LLC. The reporting person serves as a Manager of 7wire Management, LLC, or 7wire Management, the Manager of 7wire Management I, LLC. 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.
- [F20]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).
- [F21]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.
- [F3]Represents a pro rata in-kind distribution by 7wire Ventures, LLC - Series EosHealth without consideration to its partners.
- [F4]The shares were 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.
- [F5]Represents a pro rata in-kind distribution by 7wire Ventures LLC - Series Livongo C without consideration to its partners.
- [F6]The shares were 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.
- [F7]Represents a pro rata in-kind distribution by 7wire Ventures LLC - Series Livongo D without consideration to its partners.
- [F8]The shares were 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.
- [F9]Represents a pro rata in-kind distribution by 7wire Ventures LLC - Series Livongo E without consideration to its partners.
Documents
Issuer
Livongo Health, Inc.
CIK 0001639225
Entity typeother
Related Parties
1- filerCIK 0001213350
Filing Metadata
- Form type
- 4
- Filed
- Oct 29, 8:00 PM ET
- Accepted
- Oct 30, 5:20 PM ET
- Size
- 30.5 KB