0001639225-20-000068.txt : 20201030 0001639225-20-000068.hdr.sgml : 20201030 20201030172847 ACCESSION NUMBER: 0001639225-20-000068 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201029 FILED AS OF DATE: 20201030 DATE AS OF CHANGE: 20201030 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Philip D CENTRAL INDEX KEY: 0001252410 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38983 FILM NUMBER: 201278389 MAIL ADDRESS: STREET 1: C/O LIVONGO HEALTH, INC STREET 2: 150 WEST EVELYN AVENUE, SUITE 150 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 FORMER NAME: FORMER CONFORMED NAME: GREEN PHILIP E DATE OF NAME CHANGE: 20030707 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Livongo Health, Inc. CENTRAL INDEX KEY: 0001639225 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 263542036 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 150 W. EVELYN AVE. CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 BUSINESS PHONE: 1(866)435-5643 MAIL ADDRESS: STREET 1: 150 W. EVELYN AVE. CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 4 1 wf-form4_160409331184860.xml FORM 4 X0306 4 2020-10-29 1 0001639225 Livongo Health, Inc. LVGO 0001252410 Green Philip D C/O LIVONGO HEALTH, INC. 150 WEST EVELYN AVENUE, SUITE 150 MOUNTAIN VIEW CA 94041 1 0 0 0 Common Stock 2020-10-29 4 J 0 22408 0 A 46198 D Common Stock 2020-10-29 4 J 0 21893 0 A 89759 I See footnote Common Stock 2020-10-29 4 J 0 21893 0 A 89760 I See footnote Common Stock 2020-10-29 4 J 0 21893 0 A 89759 I See footnote Common Stock 2020-10-30 4 J 0 198 0 A 46396 D Common Stock 2020-10-30 4 D 0 46396 D 0 D Common Stock 2020-10-30 4 D 0 89759 D 0 I See footnote Common Stock 2020-10-30 4 D 0 89760 D 0 I See footnote Common Stock 2020-10-30 4 D 0 89759 D 0 I See footnote Stock Option (right to buy) 1.88 2020-10-30 4 D 0 4862 D 2027-12-03 Common Stock 4862.0 0 I See footnote Stock Option (right to buy) 1.88 2020-10-30 4 D 0 4862 D 2027-12-03 Common Stock 4862.0 0 I See footnote Stock Option (right to buy) 1.88 2020-10-30 4 D 0 4861 D 2027-12-03 Common Stock 4861.0 0 I See footnote 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. Represents the receipt of shares pursuant to a pro rata in-kind distribution by 7wire Ventures, LLC - Series EosHealth. 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. 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. 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. Represents the receipt of shares pursuant to a pro rata in-kind distribution by 7wire Ventures Fund, L.P. 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). Includes 10,411 restricted stock units ("RSUs"). 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). 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. Includes 10,410 RSUs. One-fourth of the shares subject to the option vested on December 4, 2018 and 1/48 of the shares vest monthly thereafter. 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). /s/ Jonathan Dorfman, by power of attorney 2020-10-30