4//SEC Filing
Green Philip D 4
Accession 0001639225-20-000068
CIK 0001639225other
Filed
Oct 29, 8:00 PM ET
Accepted
Oct 30, 5:28 PM ET
Size
27.5 KB
Accession
0001639225-20-000068
Insider Transaction Report
Form 4
Green Philip D
Director
Transactions
- Disposition to Issuer
Common Stock
2020-10-30−89,759→ 0 total(indirect: See footnote) - Other
Common Stock
2020-10-29+22,408→ 46,198 total - Other
Common Stock
2020-10-29+21,893→ 89,759 total(indirect: See footnote) - Other
Common Stock
2020-10-29+21,893→ 89,760 total(indirect: See footnote) - Other
Common Stock
2020-10-29+21,893→ 89,759 total(indirect: See footnote) - Other
Common Stock
2020-10-30+198→ 46,396 total - Disposition to Issuer
Common Stock
2020-10-30−89,759→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock
2020-10-30−89,760→ 0 total(indirect: See footnote) - Disposition to Issuer
Stock Option (right to buy)
2020-10-30−4,862→ 0 total(indirect: See footnote)Exercise: $1.88Exp: 2027-12-03→ Common Stock (4,862 underlying) - Disposition to Issuer
Stock Option (right to buy)
2020-10-30−4,862→ 0 total(indirect: See footnote)Exercise: $1.88Exp: 2027-12-03→ Common Stock (4,862 underlying) - Disposition to Issuer
Stock Option (right to buy)
2020-10-30−4,861→ 0 total(indirect: See footnote)Exercise: $1.88Exp: 2027-12-03→ Common Stock (4,861 underlying) - Disposition to Issuer
Common Stock
2020-10-30−46,396→ 0 total
Footnotes (13)
- [F1]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.
- [F10]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.
- [F11]Includes 10,410 RSUs.
- [F12]One-fourth of the shares subject to the option vested on December 4, 2018 and 1/48 of the shares vest monthly thereafter.
- [F13]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).
- [F2]Represents the receipt of shares pursuant to a pro rata in-kind distribution by 7wire Ventures, LLC - Series EosHealth.
- [F3]The shares are held of record by The Philip D. Green 2012 Children's Trust FBO Joshua D. Green for which the reporting person's spouse serves as trustee.
- [F4]The shares are held of record by The Philip D. Green 2012 Children's Trust FBO Justin J. Green for which the reporting person's spouse serves as trustee.
- [F5]The shares are held of record by The Philip D. Green 2012 Children's Trust FBO Alexandra E. Green for which the reporting person's spouse serves as trustee.
- [F6]Represents the receipt of shares pursuant to a pro rata in-kind distribution by 7wire Ventures Fund, L.P.
- [F7]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).
- [F8]Includes 10,411 restricted stock units ("RSUs").
- [F9]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).
Documents
Issuer
Livongo Health, Inc.
CIK 0001639225
Entity typeother
Related Parties
1- filerCIK 0001252410
Filing Metadata
- Form type
- 4
- Filed
- Oct 29, 8:00 PM ET
- Accepted
- Oct 30, 5:28 PM ET
- Size
- 27.5 KB