TULLMAN GLEN 4

Accession 0001639225-20-000060

CIK 0001639225other

View on SEC.gov Company Profile

Filed

Oct 29, 8:00 PM ET

Accepted

Oct 30, 5:15 PM ET

Size

40.6 KB

Accession

0001639225-20-000060

Insider Transaction Report

Form 4

Period: 2020-09-11

Livongo Health, Inc.LVGO

TULLMAN GLEN

DirectorExecutive Chairman10% Owner

Transactions

Disposition to Issuer
Common Stock
2020-10-30−992,679→ 0 total
Other
Common Stock
2020-09-11+12,080→ 12,080 total(indirect: See footnote)
Other
Common Stock
2020-10-29−176,361→ 0 total(indirect: See footnote)
Other
Common Stock
2020-10-29−195,277→ 0 total(indirect: See footnote)
Gift
Common Stock
2020-05-05−19,941→ 927,862 total
Other
Common Stock
2020-10-29−1,185,097→ 0 total(indirect: See footnote)
Other
Common Stock
2020-10-30+173,041→ 185,121 total(indirect: See footnote)
Disposition to Issuer
Common Stock
2020-10-30−35,887→ 0 total(indirect: See footnote)
Disposition to Issuer
Employee Stock Option (right to buy)
2020-10-30−297,954→ 0 total
Exercise: $0.74Exp: 2024-02-12→ Common Stock (297,954 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
2020-10-30−969,169→ 0 total
Exercise: $0.80Exp: 2025-03-09→ Common Stock (969,169 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
2020-10-30−1,040,360→ 0 total
Exercise: $3.62Exp: 2028-01-16→ Common Stock (1,040,360 underlying)
Other
Common Stock
2020-10-29−109,748→ 0 total(indirect: See footnote)
Other
Common Stock
2020-10-30−940,788→ 35,887 total(indirect: See footnote)
Other
Common Stock
2020-10-30+27,105→ 992,679 total
Other
Common Stock
2020-10-29+37,712→ 965,574 total
Disposition to Issuer
Common Stock
2020-10-30−185,121→ 0 total(indirect: See footnote)
Disposition to Issuer
Employee Stock Option (right to buy)
2020-10-30−1,294,722→ 0 total
Exercise: $1.88Exp: 2027-04-30→ Common Stock (1,294,722 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
2020-10-30−166,000→ 0 total
Exercise: $3.62Exp: 2028-06-18→ Common Stock (166,000 underlying)

Footnotes (24)

[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]Represents a pro rata in-kind distribution by 7wire Ventures Fund, L.P. without consideration to its partners.
[F13]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.
[F14]Represents the receipt of shares pursuant to a pro rata in-kind distribution by 7wire Ventures Fund L.P.
[F15]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.
[F16]Includes 77,652 restricted stock units ("RSUs").
[F17]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).
[F18]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).
[F19]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.
[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]Shares subject to the option are fully vested and immediately exercisable.
[F21]Pursuant to the Merger Agreement, each outstanding stock option of the Issuer, whether vested or unvested, was converted into an option to purchase 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 Issuer stock option 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), with an exercise price equal to the quotient of (x) the exercise price of such Issuer stock option and (y) the Equity Award Adjustment Ratio (rounded up to the nearest whole cent), subject to the same terms and conditions as were applicable to such Issuer stock option immediately prior to the effective time of the merger (including applicable vesting conditions).
[F22]One-fourth of the shares subject to the option vested on May 1, 2018 and 1/48 of the shares vest monthly thereafter.
[F23]One-fourth of the shares subject to the option vested on January 17, 2019 and 1/48 of the shares vest monthly thereafter.
[F24]One-fourth of the shares subject to the option vested on June 19, 2019 and 1/48 of the shares vest monthly thereafter.
[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

1 file

4
wf-form4_160409251194751.xmlPrimary
FORM 4

Issuer

Livongo Health, Inc.

CIK 0001639225

→

Entity typeother

Related Parties

filerCIK 0001213349

Filing Metadata

Form type: 4
Filed: Oct 29, 8:00 PM ET
Accepted: Oct 30, 5:15 PM ET
Size: 40.6 KB

View on SEC.gov