SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Pursley James

(Last)

(First)

(Middle)

C/O LIVONGO HEALTH, INC.

150 WEST EVELYN AVENUE, SUITE 150

(Street)

MOUNTAIN VIEW

94041

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2019

3. Issuer Name and Ticker or Trading Symbol
Livongo Health, Inc. [ LVGO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Commercial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,500⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	48,800	⁽²⁾	D
Employee Stock Option (right to buy)	⁽³⁾	06/01/2024	Common Stock	67,500	$0.36	D
Employee Stock Option (right to buy)	⁽³⁾	12/11/2024	Common Stock	12,500	$0.36	D
Employee Stock Option (right to buy)	⁽⁴⁾	12/09/2025	Common Stock	125,000	$0.8	D
Employee Stock Option (right to buy)	⁽⁵⁾	02/17/2026	Common Stock	50,000	$0.8	D
Employee Stock Option (right to buy)	⁽⁶⁾	11/15/2026	Common Stock	125,000	$1.38	D
Employee Stock Option (right to buy)	⁽⁷⁾	12/03/2027	Common Stock	120,000	$1.88	D
Employee Stock Option (right to buy)	⁽⁸⁾	06/18/2028	Common Stock	100,000	$3.62	D

Explanation of Responses:

1. The reported shares are represented by restricted stock units, or RSUs, which vest in 16 equal quarterly installments beginning on August 25, 2019.

2. Each share of Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.

3. Shares subject to the option are fully vested and immediately exercisable.

4. One-fourth of the shares subject to the option vested on December 10, 2016 and 1/48 of the shares vest monthly thereafter.

5. One-fourth of the shares subject to the option vested on February 18, 2017 and 1/48 of the shares vest monthly thereafter.

6. One-fourth of the shares subject to the option vested on November 16, 2017 and 1/48 of the shares vest monthly thereafter.

7. One-fourth of the shares subject to the option vested on December 4, 2018 and 1/48 of the shares vest monthly thereafter.

8. One-fourth of the shares subject to the option vested on June 19, 2019 and 1/48 of the shares vest monthly thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Erica Palsis, by power of attorney	07/24/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.