0001639225-20-000066.txt : 20201030 0001639225-20-000066.hdr.sgml : 20201030 20201030172459 ACCESSION NUMBER: 0001639225-20-000066 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201030 FILED AS OF DATE: 20201030 DATE AS OF CHANGE: 20201030 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Daniel Karen L CENTRAL INDEX KEY: 0001346985 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38983 FILM NUMBER: 201278362 MAIL ADDRESS: STREET 1: 2801 80TH STREET CITY: KENOSHA STATE: WI ZIP: 53141 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_160409308447282.xml FORM 4 X0306 4 2020-10-30 1 0001639225 Livongo Health, Inc. LVGO 0001346985 Daniel Karen L C/O LIVONGO HEALTH, INC. 150 WEST EVELYN AVENUE, SUITE 150 MOUNTAIN VIEW CA 94041 1 0 0 0 Common Stock 2020-10-30 4 D 0 64142 D 0 D Includes 40,607 restricted stock units ("RSUs"). 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). 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. /s/ Jonathan Dorfman, by power of attorney 2020-10-30