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*
Kinnevik AB (publ)

(Last) (First) (Middle)
SKEPPSBRON 18, P.O. BOX 2094

(Street)
STOCKHOLM V7 SE-103 13

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Livongo Health, Inc. [ LVGO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/29/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, $0.001 par value per share 07/29/2019 C(1) 18,771 A (1) 1,699,974 I See footnote(2)
Common stock, $0.001 par value per share 07/29/2019 C(3) 11,268 A (3) 1,711,242 I See footnote(2)
Common stock, $0.001 par value per share 07/29/2019 C(4) 2,816,790 A (4) 4,528,032 I See footnote(2)
Common stock, $0.001 par value per share 07/29/2019 C(5) 4,984,100 A (5) 9,512,132 I See footnote(2)
Common stock, $0.001 par value per share 07/29/2019 P(7) 2,991,795 A $28 12,503,927 I See footnote(2)
Common stock, $0.001 par value per share 07/29/2019 P(8) 150,000 A $28 12,653,927 I See footnote(2)
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
Series A convertible preferred stock (1) 07/29/2019 C 18,771 (1) (1) Common stock, $0.001 par value per share 18,771 $0(1) 0 I See footnote(6)
Series C convertible preferred stock (3) 07/29/2019 C 11,268 (3) (3) Common stock, $0.001 par value per share 11,268 $0(3) 0 I See footnote(6)
Series D convertible preferred stock (4) 07/29/2019 C 2,816,790 (4) (4) Common stock, $0.001 par value per share 2,816,790 $0(4) 0 I See footnote(6)
Series E convertible preferred stock (5) 07/29/2019 C 4,984,100 (5) (5) Common stock, $0.001 par value per share 4,984,100 $0(5) 0 I See footnote(6)
1. Name and Address of Reporting Person*
Kinnevik AB (publ)

(Last) (First) (Middle)
SKEPPSBRON 18, P.O. BOX 2094

(Street)
STOCKHOLM V7 SE-103 13

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kinnevik Online AB

(Last) (First) (Middle)
SKEPPSBRON 18, P.O. BOX 2094

(Street)
STOCKHOLM V7 SE-103 13

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series A convertible preferred stock automatically converted into the Issuer's common stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering (the "IPO"), which closed on July 29, 2019, for no additional consideration. The shares had no expiration date.
2. The shares of common stock are directly beneficially owned by Kinnevik Online AB ("Kinnevik Online"). Kinnevik AB (publ), as the sole shareholder of Kinnevik Online, may be deemed to have shared voting and dispositive power, and therefore, beneficial ownership, over the shares of common stock owned directly by Kinnevik Online.
3. Each share of Series C convertible preferred stock automatically converted into the Issuer's common stock on a 1:1 basis immediately prior to the closing of the Issuer's IPO, which closed on July 29, 2019, for no additional consideration. The shares had no expiration date.
4. Each share of Series D convertible preferred stock automatically converted into the Issuer's common stock on a 1:1 basis immediately prior to the closing of the Issuer's IPO, which closed on July 29, 2019, for no additional consideration. The shares had no expiration date.
5. Each share of Series E convertible preferred stock automatically converted into the Issuer's common stock on a 1:1 basis immediately prior to the closing of the Issuer's IPO, which closed on July 29, 2019, for no additional consideration. The shares had no expiration date.
6. The shares of Series A convertible preferred stock, Series C convertible preferred stock, Series D convertible preferred stock and Series E convertible preferred stock (collectively, the "Preferred Stock") were directly beneficially owned by Kinnevik Online. Kinnevik AB (publ), as the sole shareholder of Kinnevik Online, was deemed to have shared voting and dispositive power, and therefore, beneficial ownership, over the shares of Preferred Stock owned directly by Kinnevik Online.
7. Concurrently with the IPO, on July 29, 2019, pursuant to a stock transfer agreement with Merck Global Health Innovation Fund, LLC ("Merck") and other parties thereto, dated July 15, 2019, Kinnevik Online purchased from Merck 2,991,795 shares of common stock in a secondary private placement at the IPO price of $28.00 per share.
8. In connection with the Issuer's IPO, on July 29, 2019, Kinnevik Online purchased an aggregate of 150,000 shares of common stock at the IPO price of $28.00 per share.
/s/ Mattias Andersson, as authorized signatory of Kinnevik AB (publ) 07/31/2019
/s/ Torun Litzen, as authorized signatory of Kinnevik Online AB 07/31/2019
** Signature of Reporting Person Date
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