0001104659-21-042488.txt : 20210326 0001104659-21-042488.hdr.sgml : 20210326 20210326163305 ACCESSION NUMBER: 0001104659-21-042488 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210326 DATE AS OF CHANGE: 20210326 GROUP MEMBERS: AVERILL L. MEADOW TRUST U/A/D NOVEMBER 17, 2016 GROUP MEMBERS: CRM 2020 GST TRUST U/A/D SEPTEMBER 15, 2020 GROUP MEMBERS: DANIEL B ROTHBERG 2020 IRREVOCABLE DIRECTED TRUST U/A/D DECEMBER 11, 2020 GROUP MEMBERS: GIJAMI TRUST U/A/D SEPTEMBER 1, 1988, AS AMENDED GROUP MEMBERS: HAS 2012 GST TRUST U/A/D DECEMBER 21, 2012 GROUP MEMBERS: HERSCHEL E. MEADOW TRUST U/A/D NOVEMBER 17, 2016 GROUP MEMBERS: JASON B ROTHBERG 2020 IRREVOCABLE DIRECTED TRUST U/A/D DECEMBER 11, 2020 GROUP MEMBERS: MICHAEL J ROTHBERG CUST JUSTIN ROTHBERG UTMA FL GROUP MEMBERS: MICHAEL J. ROTHBERG FAMILY TRUST GROUP MEMBERS: MOLINARI FAMILY CHILDREN'S TRUST U/A/D OCTOBER 25, 2010 GROUP MEMBERS: SIMONE A. MEADOW TRUST U/A/D NOVEMBER 17, 2016 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Butterfly Network, Inc. CENTRAL INDEX KEY: 0001804176 STANDARD INDUSTRIAL CLASSIFICATION: X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS [3844] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91519 FILM NUMBER: 21777907 BUSINESS ADDRESS: STREET 1: 530 OLD WHITFIELD STREET CITY: GUILFORD STATE: CT ZIP: 06437 BUSINESS PHONE: 203-689-5650 MAIL ADDRESS: STREET 1: 530 OLD WHITFIELD STREET CITY: GUILFORD STATE: CT ZIP: 06437 FORMER COMPANY: FORMER CONFORMED NAME: Longview Acquisition Corp. DATE OF NAME CHANGE: 20200220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rothberg Michael CENTRAL INDEX KEY: 0001842822 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O BUTTERFLY NETWORK, INC. STREET 2: 530 OLD WHITFIELD STREET CITY: GUILFORD STATE: CT ZIP: 06437 SC 13D/A 1 tm2111037d1_sc13da.htm SCHEDULE 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Butterfly Network, Inc.

(Name of Issuer)

 

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

 

124155102

(CUSIP Number)

 

Michael J. Rothberg

c/o Butterfly Network, Inc.

530 Old Whitfield Street
Guilford, Connecticut 06437

(203) 689-5650

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

Copies to:

 

Michael L. Fantozzi, Esq.
John P. Condon, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02111

 

March 24, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 1 of 14

 

1 NAMES OF REPORTING PERSON
 
Michael J. Rothberg
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨      (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF1
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER 
 
8 SHARED VOTING POWER
 
7,576,2601
9 SOLE DISPOSITIVE POWER 
 
10 SHARED DISPOSITIVE POWER
 
7,576,2601

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,576,2601
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.6%2
14 TYPE OF REPORTING PERSON
 
IN

 

 

1 Consists of (i) 5,106,560 shares of Class A common stock of Butterfly Network, Inc. (f/k/a Longview Acquisition Corp.) (the “Issuer”) held by the Michael J. Rothberg Family Trust u/a/d September 4, 1998, as amended; Michael J. Rothberg, Trustee; (ii) 34,504 shares of Class A common stock of the Issuer held by Michael J Rothberg Cust Justin Rothberg UTMA FL; and (iii) 10,112 shares of Class A common stock of the Issuer held by the Molinari Family Children’s Trust u/a/d October 25, 2010; Michael Rothberg, Trustee; (iv) 107,822 shares of Class A common stock of the Issuer held by the Averill L. Meadow Trust u/a/d November 17, 2016; Celia Rothberg Meadow and Michael J. Rothberg, Trustees; (v) 442,934 shares of Class A common stock of the Issuer held by the CRM 2020 GST Trust u/a/d  September 15, 2020; Eric S. Meadow and Michael J. Rothberg, Trustees; (vi) 132,343 shares of Class A common stock of the Issuer held by the Daniel B Rothberg 2020 Irrevocable Directed Trust u/a/d December 11, 2020; Nan Mead Birdwhistell  and Michael J Rothberg, Trustees; (vii) 1,286,156 shares of Class A common stock of the Issuer held by the Gijami Trust u/a/d September 1, 1988, as amended; Irene Rothberg Molinari and Michael J. Rothberg, Trustees; (viii) 107,822 shares of Class A common stock of the Issuer held by the HAS 2012 GST Trust u/a/d December 21, 2012; Eric S. Meadow and Michael J. Rothberg, Trustees; (ix) 107,832 shares of Class A common stock of the Issuer held by the Herschel E. Meadow Trust u/a/d November 17, 2016; Celia Rothberg Meadow and Michael J. Rothberg, Trustees; (x) 132,343 shares of Class A common stock of the Issuer held by the Jason B Rothberg 2020 Irrevocable Directed Trust u/a/d December 11, 2020; Nan Mead Birdwhistell and Michael J Rothberg, Trustees; and (xi) 107,832 shares of Class A common stock of the Issuer held by the Simone A. Meadow Trust u/a/d November 17, 2016; Celia Rothberg Meadow and Michael J. Rothberg, Trustees.

 

2 Calculated based on 164,862,472 shares of Class A common stock of the Issuer outstanding as of February 12, 2021.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 2 of 14

 

1 NAMES OF REPORTING PERSON
 
Michael J. Rothberg Family Trust
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨      (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER 
 
8 SHARED VOTING POWER
 
5,106,560
9 SOLE DISPOSITIVE POWER 
 
10 SHARED DISPOSITIVE POWER
 
5,106,560

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,106,560
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.1%3
14 TYPE OF REPORTING PERSON
 
OO

 

 

3 Calculated based on 164,862,472 shares of Class A common stock of the Issuer outstanding as of February 12, 2021.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 3 of 14

 

1 NAMES OF REPORTING PERSON
 
Michael J Rothberg Cust Justin Rothberg UTMA FL
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨      (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER 
 
8 SHARED VOTING POWER
 
34,504
9 SOLE DISPOSITIVE POWER 
 
10 SHARED DISPOSITIVE POWER
 
34,504

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
34,504
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%4
14 TYPE OF REPORTING PERSON
 
OO

 

 

4 Calculated based on 164,862,472 shares of Class A common stock of the Issuer outstanding as of February 12, 2021.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 4 of 14

 

1 NAMES OF REPORTING PERSON
 
Molinari Family Children’s Trust u/a/d October 25, 2010
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨      (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER 
 
8 SHARED VOTING POWER
 
10,112
9 SOLE DISPOSITIVE POWER 
 
10 SHARED DISPOSITIVE POWER
 
10,112

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,112
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%5
14 TYPE OF REPORTING PERSON
 
OO

 

 

5 Calculated based on 164,862,472 shares of Class A common stock of the Issuer outstanding as of February 12, 2021.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 5 of 14

 

1 NAMES OF REPORTING PERSON
 
Averill L. Meadow Trust u/a/d November 17, 2016
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨      (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER 
 
8 SHARED VOTING POWER
 
107,822
9 SOLE DISPOSITIVE POWER 
 
10 SHARED DISPOSITIVE POWER
 
107,822

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
107,822
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%6
14 TYPE OF REPORTING PERSON
 
OO

 

 

6 Calculated based on 164,862,472 shares of Class A common stock of the Issuer outstanding as of February 12, 2021.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 6 of 14

 

1 NAMES OF REPORTING PERSON
 
CRM 2020 GST Trust u/a/d  September 15, 2020
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨      (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER 
 
8 SHARED VOTING POWER
 
442,934
9 SOLE DISPOSITIVE POWER 
 
10 SHARED DISPOSITIVE POWER
 
442,934

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
442,934
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%7
14 TYPE OF REPORTING PERSON
 
OO

 

 

7 Calculated based on 164,862,472 shares of Class A common stock of the Issuer outstanding as of February 12, 2021.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 7 of 14

 

1 NAMES OF REPORTING PERSON
 
Daniel B Rothberg 2020 Irrevocable Directed Trust u/a/d December 11, 2020
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨      (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER 
 
8 SHARED VOTING POWER
 
132,343
9 SOLE DISPOSITIVE POWER 
 
10 SHARED DISPOSITIVE POWER
 
132,343

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
132,343
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%8
14 TYPE OF REPORTING PERSON
 
OO

 

 

8 Calculated based on 164,862,472 shares of Class A common stock of the Issuer outstanding as of February 12, 2021.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 8 of 14

 

1 NAMES OF REPORTING PERSON
 
Gijami Trust u/a/d September 1, 1988, as amended
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨      (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER 
 
8 SHARED VOTING POWER
 
1,286,156
9 SOLE DISPOSITIVE POWER 
 
10 SHARED DISPOSITIVE POWER
 
1,286,156

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,286,156
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%9
14 TYPE OF REPORTING PERSON
 
OO

 

 

9 Calculated based on 164,862,472 shares of Class A common stock of the Issuer outstanding as of February 12, 2021.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 9 of 14

 

1 NAMES OF REPORTING PERSON
 
HAS 2012 GST Trust u/a/d December 21, 2012
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨      (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER 
 
8 SHARED VOTING POWER
 
107,822
9 SOLE DISPOSITIVE POWER 
 
10 SHARED DISPOSITIVE POWER
 
107,822

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
107,822
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%10
14 TYPE OF REPORTING PERSON
 
OO

 

 

10 Calculated based on 164,862,472 shares of Class A common stock of the Issuer outstanding as of February 12, 2021.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 10 of 14

 

1 NAMES OF REPORTING PERSON
 
Herschel E. Meadow Trust u/a/d November 17, 2016
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨      (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER 
 
8 SHARED VOTING POWER
 
107,832
9 SOLE DISPOSITIVE POWER 
 
10 SHARED DISPOSITIVE POWER
 
107,832

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
107,832
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%11
14 TYPE OF REPORTING PERSON
 
OO

 

 

11 Calculated based on 164,862,472 shares of Class A common stock of the Issuer outstanding as of February 12, 2021.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 11 of 14

 

1 NAMES OF REPORTING PERSON
 
Jason B Rothberg 2020 Irrevocable Directed Trust u/a/d December 11, 2020
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨      (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER 
 
8 SHARED VOTING POWER
 
132,343
9 SOLE DISPOSITIVE POWER 
 
10 SHARED DISPOSITIVE POWER
 
132,343

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
132,343
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%12
14 TYPE OF REPORTING PERSON
 
OO

 

 

12 Calculated based on 164,862,472 shares of Class A common stock of the Issuer outstanding as of February 12, 2021.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 12 of 14

 

1 NAMES OF REPORTING PERSON
 
Simone A. Meadow Trust u/a/d November 17, 2016
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨      (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER 
 
8 SHARED VOTING POWER
 
107,832
9 SOLE DISPOSITIVE POWER 
 
10 SHARED DISPOSITIVE POWER
 
107,832

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
107,832
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%13
14 TYPE OF REPORTING PERSON
 
OO

 

 

13 Calculated based on 164,862,472 shares of Class A common stock of the Issuer outstanding as of February 12, 2021.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 13 of 14

 

Explanatory Note

 

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends and supplements the Schedule 13D filed on February 22, 2021 (the “Schedule 13D”) relating to the Class A common stock, par value $0.0001 per share of Butterfly Network, Inc., a Delaware corporation (the “Issuer”).

 

As set forth below, as a result of the transactions described herein, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock. The filing of this Amendment No. 1 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

 

Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.

 

Item 1. Security and Issuer.

 

There are no changes to the Item 1 information previously filed.

 

Item 2.Identity and Background.

 

Item 2 sections (a), (c) and (f) are hereby amended and restated in their entirely below:

 

(a) This Statement is being filed on behalf of (i) Michael J. Rothberg, (ii) Michael J Rothberg Cust Justin Rothberg UTMA FL, and the following trusts (collectively, the “Trusts”): (iii) the Michael J. Rothberg Family Trust, (iv) the Molinari Family Children’s Trust u/a/d October 25, 2010, (v) the Averill L. Meadow Trust u/a/d November 17, 2016, (vi) the CRM 2020 GST Trust u/a/d September 15, 2020, (vii) the Daniel B Rothberg 2020 Irrevocable Directed Trust u/a/d December 11, 2020, (viii) the Gijami Trust u/a/d September 1, 1988, as amended, (ix) the HAS 2012 GST Trust u/a/d December 21, 2012, (x) the Herschel E. Meadow Trust u/a/d November 17, 2016, (xi) the Jason B Rothberg 2020 Irrevocable Directed Trust u/a/d December 11, 2020, and (xii) the Simone A. Meadow Trust u/a/d November 17, 2016 (together, the “Reporting Persons”). Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person.

 

(c) Mr. Rothberg is the Trustee of each of the Trusts and the Custodian of Michael J Rothberg Cust Justin Rothberg UTMA FL.

 

(f) Mr. Rothberg is a citizen of the United States of America. Each of the Trusts is a trust formed under the laws of the United States of America.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and supplemented by adding the following:

 

On March 24, 2021, Rothberg Family Fund I, LLC distributed 28,120,307 shares of Class A common stock of the Issuer to its members, and member L7 Investments LLC further distributed its shares of Class A common stock of the Issuer to its members, each on a pro rata basis, for no consideration. As members of the Rothberg Family Fund I, LLC or L7 Investments LLC, Michael J Rothberg Cust Justin Rothberg UTMA FL and each of the Trusts received shares from the distributions and now hold their respective shares directly.

 

Item 4.Purpose of Transaction.

 

There are no changes to the Item 4 information previously filed.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 14 of 14

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 section (e) is hereby amended and restated in its entirety below:

 

(e) As a result of the transactions described herein, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer’s Class A common stock. The filing of this Amendment No. 1 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 is hereby amended and restated in its entirety below:

 

The information furnished in Item 3 is incorporated into this Item 6 by reference.

 

Certain of the Reporting Persons are parties to the Amended and Restated Registration Rights Agreement, dated as of February 12, 2021, by and among the Issuer, the initial stockholders, including Longview Investors LLC, certain affiliates of Glenview Capital Management, LLC and certain holders of Legacy Butterfly securities (the “Registration Rights Agreement”), pursuant to which the Issuer will be required to register for resale the securities held by the stockholders party thereto and which restricts the ability of the Reporting Persons from transferring its shares in the Issuer for the period ending on the earlier of (a) 180 days after the Closing, subject to certain customary exceptions, and (b) subsequent to the Closing, (x) if the last reported sale price of the Issuer’s common stock equals or exceeds $12.00 per share for any 20 trading days within any 30 consecutive trading days after the Closing or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Issuer’s public stockholders having the right to exchange their shares of the Issuer’s common stock for cash, securities or other property.

 

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the person named in Item 2 above or between such person and any other person with respect to any securities of the Issuer.

 

Item 7.Material to be Filed as Exhibits.

 

Exhibit
No.		   Description
1.   Joint Filing Agreement, by and among Michael J. Rothberg, Michael J Rothberg Cust Justin Rothberg UTMA FL and the Trusts, dated as of March 26, 2021.
     
2.   Amended and Restated Registration Rights Agreement, dated as of February 12, 2021, by and among the Issuer, Legacy Butterfly and certain of their securityholders (incorporated by reference from Exhibit 10.19 the Form 8-K of Butterfly Network, Inc. filed with the Securities and Exchange Commission on February 16, 2021 (File No. 001-39292)).

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

 

Dated: March 26, 2021 /s/ Michael J. Rothberg
  Michael J. Rothberg
   
  Michael J Rothberg Cust Justin Rothberg UTMA FL
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Custodian
   
  Michael J. Rothberg Family Trust
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee
   
  Molinari Family Children’s Trust u/a/d October 25, 2010
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee
   
  Averill L. Meadow Trust u/a/d November 17, 2016
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee
   
  CRM 2020 GST Trust u/a/d September 15, 2020
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee
   
  Daniel B Rothberg 2020 Irrevocable Directed Trust u/a/d December 11, 2020
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee
   
  Gijami Trust u/a/d September 1, 1988, as amended
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee
   
  HAS 2012 GST Trust u/a/d December 21, 2012
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee

 

 

 

 

  Herschel E. Meadow Trust u/a/d November 17, 2016
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee
   
  Jason B Rothberg 2020 Irrevocable Directed Trust u/a/d December 11, 2020
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee
   
  Simone A. Meadow Trust u/a/d November 17, 2016
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee

 

 

 

 EX-1 2 tm2111037d1_ex1.htm EXHIBIT 1

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

This Joint Filing Agreement is by and among Michael J. Rothberg, Michael J Rothberg Cust Justin Rothberg UTMA FL, the Michael J. Rothberg Family Trust, the Molinari Family Children’s Trust u/a/d October 25, 2010, the Averill L. Meadow Trust u/a/d November 17, 2016, the CRM 2020 GST Trust u/a/d September 15, 2020, the Daniel B Rothberg 2020 Irrevocable Directed Trust u/a/d December 11, 2020, the Gijami Trust u/a/d September 1, 1988, as amended, the HAS 2012 GST Trust u/a/d December 21, 2012, the Herschel E. Meadow Trust u/a/d November 17, 2016, the Jason B Rothberg 2020 Irrevocable Directed Trust u/a/d December 11, 2020, and the Simone A. Meadow Trust u/a/d November 17, 2016 (collectively, the “Filers”).

 

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D with respect to shares of Class A common stock of Butterfly Network, Inc. beneficially owned by them from time to time.

 

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

 

This Joint Filing Agreement may be terminated by any of the Filers upon seven days prior written notice or such lesser period of notice as the Filers may mutually agree.

 

Executed and delivered as of the date first above written.

 

Dated: March 26, 2021 /s/ Michael J. Rothberg
  Michael J. Rothberg
   
  Michael J Rothberg Cust Justin Rothberg UTMA FL
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Custodian
   
  Michael J. Rothberg Family Trust
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee
   
  Molinari Family Children’s Trust u/a/d October 25, 2010
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee
   
  Averill L. Meadow Trust u/a/d November 17, 2016
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee

 

 

 

 

  CRM 2020 GST Trust u/a/d September 15, 2020
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee
   
  Daniel B Rothberg 2020 Irrevocable Directed Trust u/a/d December 11, 2020
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee
   
  Gijami Trust u/a/d September 1, 1988, as amended
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee
   
  HAS 2012 GST Trust u/a/d December 21, 2012
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee
   
  Herschel E. Meadow Trust u/a/d November 17, 2016
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee
   
  Jason B Rothberg 2020 Irrevocable Directed Trust u/a/d December 11, 2020
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee
   
  Simone A. Meadow Trust u/a/d November 17, 2016
  By: /s/ Michael J. Rothberg
  Name: Michael J. Rothberg
  Title: Trustee