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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Sanghavi Darshak (Last) (First) (Middle) 2500 BEE CAVE ROAD BLDG. 1, SUITE 400 (Street) AUSTIN TX 78746 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Babylon Holdings Ltd [ BBLN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Medical Officer
	3. Date of Earliest Transaction (Month/Day/Year) 03/13/2023
	4. 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 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
Class A ordinary shares	03/13/2023		M		628	A	(1)	53,662	D
Class A ordinary shares	03/13/2023		F		3,465(2)	D	$8.46	50,197	D
Class A ordinary shares	03/13/2023		F		218(2)	D	$8.46	49,979	D
Class A ordinary shares	03/13/2023		S		2,640(3)	D	$8.5(4)	47,339	D
Class A ordinary shares	03/14/2023		S		3,743(3)	D	$7.66(5)	43,596	D
Class A ordinary shares	03/15/2023		S		3,202(3)	D	$7.21(6)	40,394	D

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
Restricted share units	(1)	03/13/2023		M			628	(7)	(7)	Class A ordinary shares	628	$0	5,659	D

Explanation of Responses:

1. The Class A ordinary shares reported were issued upon settlement of the restricted share units ("RSUs"), each representing a contingent right to receive one Class A ordinary share.

2. Exempt transaction pursuant to Rule 16b-3(e) payment of tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued. All of the shares reported as disposed of on this line were relinquished by the Reporting person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting person resulting from the vesting of the RSUs.

3. The Class A ordinary shares were awarded under the Babylon Holdings Limited 2021 Equity Incentive Plan. The disposition of the Class A ordinary shares is made pursuant to a discretionary transaction that is exempt from Section 16(b) pursuant to Rule 16b-3(d)(3).

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $8.41 to $8.58. Full information regarding the number of shares sold at each separate price can be provided to the Issuer, any security holder of the Issuer or the SEC staff upon request.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $7.55 to $7.96. Full information regarding the number of shares sold at each separate price can be provided to the Issuer, any security holder of the Issuer or the SEC staff upon request.

6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $7.00 to $7.39. Full information regarding the number of shares sold at each separate price can be provided to the Issuer, any security holder of the Issuer or the SEC staff upon request.

7. The RSUs were awarded under the Babylon Holdings Limited 2021 Equity Incentive Plan and vest in equal quarterly installments beginning February 10, 2023. Vested RSUs will be settled in shares or cash as soon as administratively practicable after vesting, but in no event more than 60 days after the RSUs' vesting date.

Remarks:

	/s/ Darshak Sanghavi	03/16/2023
	** 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 4 (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).
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