SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOREVIC JASON N

(Last)

(First)

(Middle)

C/O TELADOC HEALTH, INC.,

2 MANHATTANVILLE ROAD, SUITE 203

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Teladoc Health, Inc. [ TDOC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2023		M		22,458	A	⁽¹⁾	588,922⁽²⁾	D
Common Stock	03/02/2023		S		8,262⁽³⁾	D	$25.362	580,660	D
Common Stock	03/02/2023		M		9,104	A	⁽¹⁾	589,764	D
Common Stock	03/02/2023		M		15,476	A	⁽⁴⁾	605,240	D
Common Stock	03/02/2023		M		3,891	A	⁽⁴⁾	609,131	D
Common Stock	03/02/2023		M		7,648	A	⁽¹⁾	616,779	D
Common Stock	03/02/2023		M		5,782	A	⁽⁴⁾	622,561	D
Common Stock	03/02/2023		M		2,913	A	⁽⁴⁾	625,474	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/01/2023		M			22,458	⁽⁵⁾	⁽⁵⁾	Common Stock	22,458	$0	44,918	D
Restricted Stock Units	⁽¹⁾	03/02/2023		M			9,104	⁽⁶⁾	⁽⁶⁾	Common Stock	9,104	$0	0	D
Performance Stock Units	⁽⁴⁾	03/02/2023		M			15,476	⁽⁷⁾	⁽⁷⁾	Common Stock	15,476	$0	0	D
Performance Stock Units	⁽⁴⁾	03/02/2023		M			3,891	⁽⁸⁾	⁽⁸⁾	Common Stock	3,891	$0	0	D
Restricted Stock Units	⁽¹⁾	03/02/2023		M			7,648	⁽⁹⁾	⁽⁹⁾	Common Stock	7,648	$0	7,648	D
Performance Stock Units	⁽⁴⁾	03/02/2023		M			5,782	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	5,782	$0	5,782	D
Performance Stock Units	⁽¹¹⁾	03/02/2023		A		5,828⁽¹²⁾		⁽¹³⁾	⁽¹³⁾	Common Stock	5,828	$0	5,828	D
Performance Stock Units	⁽⁴⁾	03/02/2023		M			2,913	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	2,913	$0	2,915	D

Explanation of Responses:

1. Restricted stock units convert to shares of TDOC common stock on a one-for-one basis.

2. On March 19, 2021, the reporting person contributed 50,000 shares of TDOC common stock to the Jason N. Gorevic Grantor Retained Annuity Trust for the benefit of himself. Upon termination of the trust on June 6, 2022, 50,000 shares were previously distributed to the reporting person and continue to be reported in this Form 4 as directly owned.

3. Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's restricted stock unit awards.

4. Performance stock units convert to shares of TDOC common stock on a one-for-one basis.

5. On March 1, 2022, the reporting person was granted 67,376 restricted stock units, vesting one-third on the first anniversary of the grant date, with the remainder vesting in eight substantially equal quarterly installments thereafter.

6. On March 2, 2020, the reporting person was granted 27,311 restricted stock units, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date.

7. On March 2, 2021, the reporting person earned 46,430 performance stock units, vesting in three substantially equal annual installments beginning on March 2, 2021

8. On March 2, 2022, the reporting person earned 7,784 performance stock units, vesting in two substantially equal annual installments beginning on March 2, 2022.

9. On March 2, 2021, the reporting person was granted 22,944 restricted stock units, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date.

10. On March 2, 2022, the reporting person earned 17,346 performance stock units, vesting in three substantially equal annual installments beginning on March 2, 2022.

11. Each performance stock unit represents a contingent right to receive one share of TDOC common stock.

12. Performance award amount determined based on metrics in respect of the issuer's financial results over a two-year performance period ending in 2022.

13. The performance stock units vest in two substantially equal annual installments beginning on March 2, 2023.

14. On March 2, 2023, the reporting person earned 5,828 performance stock units, vesting in two substantially equal annual installments beginning on March 2, 2023.

	/s/ Adam C. Vandervoort, Attorney-in-Fact	03/03/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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