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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Geshuri Arnnon (Last) (First) (Middle) C/O TELADOC HEALTH, INC. 2 MANHATTANVILLE ROAD, SUITE 203 (Street) PURCHASE NY 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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Human Resources Officer
	3. Date of Earliest Transaction (Month/Day/Year) 11/03/2020
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/03/2020(1)		A		78,707(1)(2)	A	(1)	104,743(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$2.73(4)	11/03/2020(4)	12/14/2017	A		239,128		(5)	12/03/2027	Common Stock	239,128	(4)	239,128	D
Employee Stock Option (right to buy)	$5.26(4)	11/03/2020(4)	06/19/2018	A		34,456		(6)	06/18/2028	Common Stock	34,456	(4)	34,456	D

Explanation of Responses:

1. Reflects shares of common stock, par value $0.001 per share, of the Issuer ("Common Stock") underlying restricted stock units ("RSUs") acquired by the Reporting Person on October 30, 2020, upon completion of the merger (the "Merger") of Tempranillo Merger Sub, Inc., a wholly owned subsidiary of the Issuer, with and into Livongo Health, Inc. ("Livongo") pursuant to the Agreement and Plan of Merger, dated as of August 5, 2020 (the "Merger Agreement"), based on the Reporting Person's previously outstanding RSUs of Livongo multiplied by an equity award adjustment ratio of 0.6891 (rounded down to the nearest whole share), which was only determinable on November 3, 2020 in accordance with the Merger Agreement.

2. The shares of Common Stock underlying the RSUs vest as follows: (1) 41,273 RSUs vest in 48 equal monthly installments beginning on January 15, 2019, although the vesting of these RSUs beginning in February 2020 was modified by Livongo such that the RSUs vest on the February 25, May 25, August 25 or November 25 that occurs immediately prior to applicable vesting date, and (ii) 23,688 and 13,746 RSUs vest in 16 equal quarterly installments beginning on August 25, 2019, and May 25, 2020, respectively.

3. Includes shares of Livongo common stock acquired under the Livongo Health, Inc. 2019 Employee Stock Purchase Plan that were converted into 125 shares of Common Stock pursuant to the Merger Agreement.

4. Reflects options acquired by the Reporting Person on October 30, 2020, upon completion of the Merger pursuant to the Merger Agreement, based on the Reporting Person's previously outstanding options of Livongo, multiplied by an equity award adjustment ratio of 0.6891 (rounded down to the nearest whole share), which was only determinable on November 3, 2020 in accordance with the Merger Agreement. Upon completion of the Merger, the exercise prices of the Reporting Person's options were adjusted based on the quotient of the exercise price of the Reporting Person's previously outstanding options of Livongo over an equity award adjustment ratio of 0.6891 (rounded up to the nearest whole cent), which was only determinable on November 3, 2020 in accordance with the Merger Agreement.

5. One-fourth of the option vested on December 4, 2018 and 1/48 of the option vests monthly thereafter.

6. One-fourth of the option vested on June 19, 2019 and 1/48 of the option vests monthly thereafter.

	/s/ Adam C. Vandervoort, as attorney-in-fact	11/05/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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