0001179110-15-010544.txt : 20150630 0001179110-15-010544.hdr.sgml : 20150630 20150630190730 ACCESSION NUMBER: 0001179110-15-010544 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150630 FILED AS OF DATE: 20150630 DATE AS OF CHANGE: 20150630 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Teladoc, Inc. CENTRAL INDEX KEY: 0001477449 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 043705970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4100 SPRING VALLEY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75244 BUSINESS PHONE: 2143025208 MAIL ADDRESS: STREET 1: 4100 SPRING VALLEY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75244 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHP III Management, L.L.C. CENTRAL INDEX KEY: 0001540704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37477 FILM NUMBER: 15962771 BUSINESS ADDRESS: STREET 1: C/O CARDINAL PARTNERS STREET 2: 230 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-924-6452 MAIL ADDRESS: STREET 1: C/O CARDINAL PARTNERS STREET 2: 230 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHP III LP CENTRAL INDEX KEY: 0001384619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37477 FILM NUMBER: 15962772 BUSINESS ADDRESS: STREET 1: C/O CARDINAL HEALTH PARTNERS STREET 2: 230 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 6099246452 MAIL ADDRESS: STREET 1: C/O CARDINAL HEALTH PARTNERS STREET 2: 230 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 3 1 edgar.xml FORM 3 - X0206 3 2015-06-30 0 0001477449 Teladoc, Inc. TDOC 0001384619 CHP III LP C/O CARDINAL PARTNERS, 230 NASSAU STREET PRINCETON NJ 08542 0 0 1 0 0001540704 CHP III Management, L.L.C. C/O CARDINAL PARTNERS 230 NASSAU STREET PRINCETON NJ 08542 0 0 1 0 Series C-1 Preferred Stock Common Stock 6039316 I See Footnote Series D Preferred Stock Common Stock 1874100 I See Footnote Series E Preferred Stock Common Stock 2490867 I See Footnote Series F Preferred Stock Common Stock 980568 I See Footnote CHP III Management, L.L.C. is the sole General Partner of CHP III, L.P. John K. Clarke, Brandon H. Hull, and John J. Park. (collectively, the "Managing Members") are Managing Members of CHP III Management, L.L.C., and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held of record by CHP III, L.P. (the "CHP III Shares"). Each of the entities and the Managing Members disclaim beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose. Each share of Series C-1 Preferred Stock will automatically convert into common stock of the issuer on a 0.4375-for-one basis immediately prior to the closing of issuer's initial public offering and has no expiration date. Each share of Series D Preferred Stock will automatically convert into common stock of the issuer on a 0.4375-for-one basis immediately prior to the closing of issuer's initial public offering and has no expiration date. Each share of Series E Preferred Stock will automatically convert into common stock of the issuer on a 0.4375-for-one basis immediately prior to the closing of issuer's initial public offering and has no expiration date. Each share of Series F Preferred Stock will automatically convert into common stock of the issuer on a 0.4375-for-one basis immediately prior to the closing of issuer's initial public offering and has no expiration date. See Exhibit 24 - Power of Attorney /s/ John J. Park, Managing Member of CHP III Management, L.L.C., the General Partner of CHP III, L.P. 2015-06-30 /s/ John J. Park, Managing Member of CHP III Management, L.L.C. 2015-06-30 EX-24 2 ex24chp.txt POWER OF ATTORNEY With respect to holdings of and transactions in securities issued by Teladoc, Inc. (the "COMPANY"), as of this 26th day of June, 2015, the undersigned hereby constitutes and appoints John J. Park, John K. Clarke and Brandon H. Hull, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the United States Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC; 2. execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder; 3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and 4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by Teladoc, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above. CHP III, L.P. By: CHP III Management, LLC Its: General Partner By: /s/ John J. Park ---------------------------- Name: John J. Park Title: Managing Member CHP III MANAGEMENT, LLC By: /s/ John J. Park ---------------------------- Name: John J. Park Title: Managing Member By: /s/ John K. Clarke ---------------------------- John K. Clarke, an individual By: /s/ Brandon H. Hull ---------------------------- Brandon H. Hull, an individual By: /s/ John J. Park ---------------------------- John J. Park, an individual