| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Livongo Health, Inc. [ LVGO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/29/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/29/2019 | C | 13,086,829 | A | (1)(3)(4)(5) | 16,243,216 | I | See footnote(2) | ||
| Common Stock | 07/29/2019 | C | 964,227 | A | (6) | 964,227 | I | See footnote(7) | ||
| Common Stock | 07/29/2019 | C | 2,892,681 | A | (6) | 2,892,681 | I | See footnote(8) | ||
| Common Stock | 07/29/2019 | P | 2,678,571 | A | $28 | 2,678,571 | I | See footnote(9) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 9,271,910 | (1) | (1) | Common Stock | 9,271,910 | (1) | 0 | I | See footnote(2) | |||
| Series B Convertible Preferred Stock | (3) | 07/29/2019 | C | 446,747 | (3) | (3) | Common Stock | 446,747 | (3) | 0 | I | See footnote(2) | |||
| Series C Convertible Preferred Stock | (4) | 07/29/2019 | C | 1,125,517 | (4) | (4) | Common Stock | 1,125,517 | (4) | 0 | I | See footnote(2) | |||
| Series D Convertible Preferred Stock | (5) | 07/29/2019 | C | 2,242,655 | (5) | (5) | Common Stock | 2,242,655 | (5) | 0 | I | See footnote(2) | |||
| Series E Convertible Preferred Stock | (6) | 07/29/2019 | C | 964,227 | (6) | (6) | Common Stock | 964,227 | (6) | 0 | I | See footnote(7) | |||
| Series E Convertible Preferred Stock | (6) | 07/29/2019 | C | 2,892,681 | (6) | (6) | Common Stock | 2,892,681 | (6) | 0 | I | See footnote(8) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and had no expiration date. |
| 2. The shares are held of record by General Catalyst Group VI, L.P., or GC Group VI LP. General Catalyst GP VI, LLC, or GP VI LLC, is the general partner of General Catalyst Partners VI, L.P., or GP VI LP, which is the general partner of GC Group VI LP. General Catalyst Group Management Holdings, L.P., or GCGMH, is the manager of General Catalyst Group Management, LLC, or GCGM, which is the manager of GP VI LLC. As the Managing Members of General Catalyst Group Management Holdings GP, LLC, or GCGMH LLC, the general partner of GCGMH, Kenneth Chenault, Joel Cutler, David Fialkow and Hement Taneja, a director of the Issuer, share voting and investment power with respect to the shares held by GC Group VI LP. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's pecuniary interest in such securities). |
| 3. Each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and had no expiration date. |
| 4. Each share of Series C Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and had no expiration date. |
| 5. Each share of Series D Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and had no expiration date. |
| 6. Each share of Series E Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and had no expiration date. |
| 7. The shares are held of record by General Catalyst Group VIII, L.P., or GC Group VIII LP. General Catalyst GP VIII, LLC, or GP VIII LLC, is the general partner of General Catalyst Partners VIII, L.P., or GP VIII LP, which is the general partner of GC Group VIII LP. GCGMH is the manager of GCGM, which is the manager of GP VIII LLC. As the Managing Members of GCGMH LLC, the general partner of GCGMH, Messrs. Chenault, Cutler, Fialkow and Taneja share voting and investment power with respect to the shares held by GC Group VIII LP. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's pecuniary interest in such securities). |
| 8. The shares are held of record by General Catalyst Group VIII Supplemental, L.P., or GC Group VIII Supplemental. GP VIII LLC is the general partner of GP VIII LP, which is the general partner of GC Group VIII Supplemental. GCGMH is the manager of GCGM, which is the manager of GP VIII LLC. As the Managing Members of GCGMH LLC, the general partner of GCGMH, Messrs. Chenault, Cutler, Fialkow and Taneja share voting and investment power with respect to the shares held by GC Group VIII Supplemental. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's pecuniary interest in such securities). |
| 9. The shares are held of record by GC Venture LH, LLC. GCGMH is the manager of GCGM, which is the manager of GC Venture LH Manager, LLC, which is the manager of GC Venture LH, LLC. As the Managing Members of GCGMH LLC, the general partner of GCGMH, Messrs. Chenault, Cutler, Fialkow and Taneja share voting and investment power with respect to the shares held by GC Venture LH, LLC. GCGM Investment Holdings, L.P. is a non managing member of GC Venture LH Manager with a pecuniary interest in the reported securities. GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings with a pecuniary interested in the reported securities. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's pecuniary interest in such securities). |
| Remarks: |
| This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with General Catalyst and their applicable members. |
| General Catalyst Group Management Holdings GP, LLC; By: /s/ Christopher McCain, Chief Legal Officer | 07/29/2019 | |
| General Catalyst Group Management Holdings, L.P.; By: General Catalyst Group Management Holdings GP, LLC; its General Partner; By: /s/ Christopher McCain, Chief Legal Officer | 07/29/2019 | |
| General Catalyst Group Management, LLC; By: General Catalyst Group Management Holdings, L.P.; its Manager; By: General Catalyst Group Management Holdings GP, LLC; its General Partner; By: /s/ Christopher McCain, Chief Legal Officer | 07/29/2019 | |
| General Catalyst GP VIII, LLC; By: General Catalyst Group Management, LLC, its Manager; By: General Catalyst Group Management Holdings, L.P., its Manager; By: its General Partner; By: /s/ Christopher McCain, Chief Legal Officer | 07/29/2019 | |
| General Catalyst Partners VIII, L.P.; By: General Catalyst GP VIII, LLC, its general partner; By: General Catalyst Group Management, LLC, its Manager; By: its Manager; By: its General Partner; By: /s/ Christopher McCain, Chief Legal Officer | 07/29/2019 | |
| General Catalyst Group VIII, L.P., By: General Catalyst Partners VIII, L.P., its General Partner; By: its general partner; By: its Manager; By: its Manager; By: its General Partner; By: /s/ Christopher McCain, Chief Legal Officer | 07/29/2019 | |
| General Catalyst Group VIII Supplemental; By: General Catalyst Partners VIII, L.P., its General Partner; By: its general partner; By: its Manager; By: its Manager; By: its General Partner; By: /s/ Christopher McCain, Chief Legal Officer | 07/29/2019 | |
| General Catalyst GP VI, LLC; By: General Catalyst Group Management, LLC, its Manager; By: General Catalyst Group Management Holdings, L.P.; its Manager; By: its General Partner; By: /s/ Christopher McCain, Chief Legal Officer | 07/29/2019 | |
| General Catalyst Partners VI, L.P.; By: General Catalyst GP VI, LLC its general partner; By: General Catalyst Group Management, LLC; its Manager; By: its Manager; By: its General Partner; By: /s/ Christopher McCain, Chief Legal Officer | 07/29/2019 | |
| General Catalyst Group VI, L.P.; By: General Catalyst VI, LLC, its general partner; By: General Catalyst GP VI, L.P.; By: its Manager; By: its Manager; By: its General Partner; By: /s/ Christopher McCain, Chief Legal Officer | 07/29/2019 | |
| ** 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 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). | ||
| 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. | ||