4//SEC Filing
Pursley James 4
Accession 0001639225-20-000064
CIK 0001639225other
Filed
Oct 29, 8:00 PM ET
Accepted
Oct 30, 5:21 PM ET
Size
18.1 KB
Accession
0001639225-20-000064
Insider Transaction Report
Form 4
Pursley James
Chief Commercial Officer
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2020-10-30−105,572→ 0 totalExercise: $0.80Exp: 2025-12-10→ Common Stock (105,572 underlying) - Disposition to Issuer
Common Stock
2020-10-30−73,294→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2020-10-30−100,000→ 0 totalExercise: $3.62Exp: 2028-06-18→ Common Stock (100,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-10-30−125,000→ 0 totalExercise: $1.38Exp: 2026-11-15→ Common Stock (125,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-10-30−120,000→ 0 totalExercise: $1.88Exp: 2027-12-03→ Common Stock (120,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-10-30−50,000→ 0 totalExercise: $0.80Exp: 2026-02-17→ Common Stock (50,000 underlying)
Footnotes (9)
- [F1]Includes 21,537 restricted stock units ("RSUs").
- [F2]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).
- [F3]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).
- [F4]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.
- [F5]Shares subject to the option are fully vested and immediately exercisable.
- [F6]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).
- [F7]One-fourth of the shares subject to the option vested on November 16, 2017 and 1/48 of the shares vest monthly thereafter.
- [F8]One-fourth of the shares subject to the option vested on December 4, 2018 and 1/48 of the shares vest monthly thereafter.
- [F9]One-fourth of the shares subject to the option vested on June 19, 2019 and 1/48 of the shares vest monthly thereafter.
Documents
Issuer
Livongo Health, Inc.
CIK 0001639225
Entity typeother
Related Parties
1- filerCIK 0001783108
Filing Metadata
- Form type
- 4
- Filed
- Oct 29, 8:00 PM ET
- Accepted
- Oct 30, 5:21 PM ET
- Size
- 18.1 KB