Filing Details
- Accession Number:
- 0001072613-20-000197
- Form Type:
- 13D Filing
- Publication Date:
- 2020-05-26 16:32:38
- Filed By:
- Gc Venture Lh, Llc
- Company:
- Livongo Health Inc. (NASDAQ:LVGO)
- Filing Date:
- 2020-05-26
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| General Catalyst Group Management Holdings GP | 0 | 20,481,625 | 0 | 20,481,625 | 20,481,625 | 20.94 % |
| General Catalyst Group Management Holdings | 0 | 20,481,625 | 0 | 20,481,625 | 20,481,625 | 20.94 % |
| General Catalyst Group Management | 0 | 20,481,625 | 0 | 20,481,625 | 20,481,625 | 20.94 % |
| General Catalyst Group VI | 0 | 20,481,625 | 0 | 20,481,625 | 20,481,625 | 20.94 % |
| General Catalyst Partners VI | 0 | 20,481,625 | 0 | 20,481,625 | 20,481,625 | 20.94 % |
| General Catalyst GP VI | 0 | 20,481,625 | 0 | 20,481,625 | 20,481,625 | 20.94 % |
| General Catalyst Group VIII | 0 | 20,481,625 | 0 | 20,481,625 | 20,481,625 | 20.94 % |
| General Catalyst Group VIII Supplemental | 0 | 20,481,625 | 0 | 20,481,625 | 20,481,625 | 20.94 % |
| General Catalyst Partners VIII | 0 | 20,481,625 | 0 | 20,481,625 | 20,481,625 | 20.94 % |
| General Catalyst GP VIII | 0 | 20,481,625 | 0 | 20,481,625 | 20,481,625 | 20.94 % |
| GC Venture LH | 0 | 20,481,625 | 0 | 20,481,625 | 20,481,625 | 20.94 % |
| GC Venture LH Manager | 0 | 20,481,625 | 0 | 20,481,625 | 20,481,625 | 20.94 % |
| Kenneth I. Chenault | 0 | 20,481,625 | 0 | 20,481,625 | 20,481,625 | 20.94 % |
| Joel E. Cutler | 10,536 | 20,488,649 | 10,536 | 20,488,649 | 20,499,185 | 20.96 % |
| David P. Fialkow | 7,165 | 20,485,137 | 7,165 | 20,485,137 | 20,492,302 | 20.95 % |
| Hemant Taneja | 14,048 | 20,481,625 | 14,048 | 20,481,625 | 20,495,673 | 20.95 % |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Livongo Health, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
539183103
(CUSIP Number)
Christopher McCain
General Catalyst Partners
20 University Road, 4th Floor, Cambridge, MA 02138
(617) 234-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 2020
(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 §240.13d-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).
CUSIP No. 539183103 | 13D | Page 2 of 25 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
General Catalyst Group Management Holdings GP, LLC
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☒ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
20,481,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
20,481,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,481,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.94%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 539183103 | 13D | Page 3 of 25 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
General Catalyst Group Management Holdings, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☒ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
20,481,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
20,481,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,481,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.94%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 539183103 | 13D | Page 4 of 25 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
General Catalyst Group Management, LLC
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☒ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
20,481,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
20,481,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,481,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.94%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 539183103 | 13D | Page 5 of 25 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
General Catalyst Group VI, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☒ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
20,481,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
20,481,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,481,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.94%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 539183103 | 13D | Page 6 of 25 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
General Catalyst Partners VI, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☒ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
20,481,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
20,481,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,481,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.94%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 539183103 | 13D | Page 7 of 25 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
General Catalyst GP VI, LLC
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☒ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
20,481,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
20,481,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,481,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.94%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 539183103 | 13D | Page 8 of 25 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
General Catalyst Group VIII, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☒ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
WC
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
20,481,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
20,481,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,481,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.94%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 539183103 | 13D | Page 9 of 25 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
General Catalyst Group VIII Supplemental, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☒ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
WC
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
20,481,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
20,481,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,481,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.94%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 539183103 | 13D | Page 10 of 25 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
General Catalyst Partners VIII, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☒ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
20,481,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
20,481,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,481,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.94%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 539183103 | 13D | Page 11 of 25 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
General Catalyst GP VIII, LLC
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☒ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
20,481,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
20,481,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,481,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.94%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 539183103 | 13D | Page 12 of 25 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GC Venture LH, LLC
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☒ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
WC
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
20,481,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
20,481,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,481,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.94%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 539183103 | 13D | Page 13 of 25 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GC Venture LH Manager, LLC
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☒ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
20,481,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
20,481,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,481,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.94%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 539183103 | 13D | Page 14 of 25 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kenneth I. Chenault
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☒ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
20,481,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
20,481,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,481,625 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.94%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 539183103 | 13D | Page 15 of 25 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joel E. Cutler
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☒ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
10,536 shares
| ||
| 8. | SHARED VOTING POWER
20,488,649 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
10,536 shares
| |||
| 10. | SHARED DISPOSITIVE POWER
20,488,649 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,499,185 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.96%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 539183103 | 13D | Page 16 of 25 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David P. Fialkow
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☒ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
7,165 shares
| ||
| 8. | SHARED VOTING POWER
20,485,137 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
7,165 shares
| |||
| 10. | SHARED DISPOSITIVE POWER
20,485,137 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,492,302 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.95%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 539183103 | 13D | Page 17 of 25 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hemant Taneja
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☒ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
14,048 shares
| ||
| 8. | SHARED VOTING POWER
20,481,625 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
14,048 shares
| |||
| 10. | SHARED DISPOSITIVE POWER
20,481,625 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,495,673 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.95%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 539183103 | 13D | Page 18 of 25 Pages |
Schedule 13D/A
| Item 1. | Security and Issuer |
This Amendment No. 1 to Schedule 13D amends and supplements statements on Schedule 13D (the “Schedule 13D”) originally filed on August 8, 2019 with respect to the shares of common stock, $.001 par value (the “Common Stock”) of Livongo Health, Inc. (the “Issuer”) having its principal executive office at 150 West Evelyn Avenue, Mountain View, California 94041. Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 1 shall have the same meaning herein as are ascribed to such terms in the Schedule 13D. Except as set forth in this Amendment No. 1, the information contained in the Schedule 13D has not been updated or amended.
| Item 2. | Identity and Background. |
There are no amendments to Item 2 of the Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
On July 29, 2019, as a result of the initial public offering of the Issuer’s Common Stock, the Issuer’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock and each of GC VI’s, GC VIII’s and GC VIII Supplemental’s holdings thereof each automatically converted into shares of Common Stock on a one-for-one basis (the “Conversion”). On July 29, 2019, and immediately following the closing of the Issuer’s initial public offering, the SPV purchased 2,678,571 shares of the Issuer’s Common Stock from an existing shareholder of the Issuer in a private transaction (the “SPV Shares”). As a result of the Conversion and purchase, the GC Funds and the SPV then held a total of 22,778,695 shares of the Issuer’s Common Stock (the “GC Shares”).
The capital contributions of the members of the SPV was the source of the funds for the purchase of the SPV Shares.
On April 9, 2020, 7wire Investment Holdings, Ltd., a wholly owned subsidiary of General Catalyst Group VIII, L.P., received 2,930 shares of the Issuer's Common Stock.
On May 11, 2020, General Catalyst Group VI, L.P. sold 300,000 shares of the Issuer’s Common Stock in open market transactions at prevailing market prices for gross proceeds of $15,864,974.79.
On May 15, 2020, General Catalyst Group VI, L.P. distributed, in-kind, without consideration, a total of 2,000,000 shares of the Issuer’s Common Stock to its general and limited partners.
| Item 4. | Purpose of Transaction. |
There are no amendments to Item 4 of the Schedule 13D.
CUSIP No. 539183103 | 13D | Page 19 of 25 Pages |
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a)-(c) of the Schedule 13D are hereby amended and restated in their entirety as follows:
| (a) | GC VI is the record owner of 13,943,216 of the GC Shares. As the sole general partner of GC VI, GC VI GPLP may be deemed to own beneficially such GC Shares. As the sole general partner of GC VI GPLP, GC VI GPLLC may be deemed to own beneficially such GC Shares. GC VIII is the record owner of 967,157 of the GC Shares. As the sole general partner of GC VIII, GC VIII GPLP may be deemed to own beneficially such GC Shares. As the sole general partner of GC VIII GPLP, GC VIII GPLLC may be deemed to own beneficially such GC Shares. GC VIII Supplemental is the record owner of 2,892,681 of the GC Shares. As the sole general partner of GC VIII Supplemental, GC VIII GPLP may be deemed to own beneficially such GC Shares. As the sole general partner of GC VIII GPLP, GC VIII GPLLC may be deemed to own beneficially such GC Shares. The SPV is the record owner of 2,678,571 of the GC Shares. By virtue of their relationship as affiliated entities who have overlapping general partners and managing directors, each entity and Reporting Person may be deemed to share the power to direct the disposition and/or vote of the GC Shares. As the manager of each of GC VI GPLLC, GC VIII GPLLC and the SPV Manager, GCGM LLC may be deemed to own beneficially such GC Shares. As the manager of GCGM LLC, GCGM LP may be deemed to own beneficially such GC Shares. As the general partner of GCGM LP, GCGM Holdings may be deemed to own beneficially such GC Shares. As the manager of the SPV, the SPV Manager may be deemed to own beneficially such GC Shares. As Managing Directors of GCGM Holdings, each of the Managing Directors may be deemed to own beneficially such GC Shares. |
Each Reporting Person disclaims beneficial ownership of the GC Shares except for the shares, if any, such Reporting Person holds of record.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on the 97,817,000 shares of Common Stock reported to be outstanding by the Issuer on the Form 10-Q filed with the Securities and Exchange Commission May 7, 2020.
| (b) | Regarding the number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See line 7 of cover sheets |
| (ii) | shared power to vote or to direct the vote: See line 8 of cover sheets |
| (iii) | sole power to dispose or to direct the disposition: See line 9 of cover sheets. |
| (iv) | shared power to dispose or to direct the disposition: See line 10 of cover sheets |
| (c) | Except for the transactions described above in Item 3 of this Amendment No. 1, there were no other transactions effected by the Reporting Persons in the common stock within the past sixty (60) days. |
| Item 6. | Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. |
There are no amendments to Item 6 of the Schedule 13D.
| Item 7. | Material to be Filed as Exhibits. |
There are no amendments to Item 7 of the Schedule 13D.
CUSIP No. 539183103 | 13D | Page 20 of 25 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
EXECUTED this 26th day of May, 2020.
General catalyst group vI, L.P.
| By: | GENERAL CATALYST PARTNERS VI, L.P. |
its General Partner
| By: | GENERAL CATALYST GP VI, LLC |
its General Partner
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP VIII, L.P.
| By: | GENERAL CATALYST PARTNERS VIII, L.P. |
its General Partner
| By: | GENERAL CATALYST GP VIII, LLC |
its General Partner
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP VIII SUPPLEMENTAL, L.P.
| By: | GENERAL CATALYST PARTNERS VIII, L.P. |
its General Partner
| By: | GENERAL CATALYST GP VIII, LLC |
its General Partner
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
CUSIP No. 539183103 | 13D | Page 21 of 25 Pages |
GC VENTURE LH, LLC
| By: | GC VENTURE LH MANAGER, LLC |
its Manager
| By: | GENERAL CATALYST GROUP MANAGEMENT, LLC |
its Manager
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GENERAL CATALYST PARTNERS VI, L.P.
| By: | GENERAL CATALYST GP VI, LLC |
its General Partner
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GENERAL CATALYST PARTNERS VIII, L.P.
| By: | GENERAL CATALYST GP VIII, LLC |
its General Partner
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GC VENTURE LH MANAGER, LLC
| By: | GENERAL CATALYST GROUP MANAGEMENT, LLC |
its Manager
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GP VI, LLC
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
CUSIP No. 539183103 | 13D | Page 22 of 25 Pages |
GENERAL CATALYST GP VIII, LLC
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP MANAGEMENT, LLC
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP MANAGEMENT HOLDINGS, L.P.
| By: | GENERAL CATALYST GROUP MANAGEMENT HOLDINGS GP, LLC |
its General Partner
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP MANAGEMENT HOLDINGS GP, LLC
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
*
Kenneth I. Chenault
*
Joel E. Cutler
*
David P. Fialkow
*
Hemant Taneja
* By: /s/ Christopher McCain
Christopher McCain as Attorney-in-Fact
* This Schedule 13D was executed by Christopher McCain on behalf of the Managing Directors pursuant to Powers of Attorney filed as Exhibit 24.1 to the Form 4 relating to the beneficial ownership of shares of Intersections Inc. (file no. 000-50580) by Reporting Persons filed with the Securities Exchange Commission on January 15, 2019 and incorporated herein in its entirety by reference.
CUSIP No. 539183103 | 13D | Page 23 of 25 Pages |
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Livongo Health, Inc.
EXECUTED this 26th day of May, 2020.
General catalyst group vI, L.P.
| By: | GENERAL CATALYST PARTNERS VI, L.P. |
its General Partner
| By: | GENERAL CATALYST GP VI, LLC |
its General Partner
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP VIII, L.P.
| By: | GENERAL CATALYST PARTNERS VIII, L.P. |
its General Partner
| By: | GENERAL CATALYST GP VIII, LLC |
its General Partner
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP VIII SUPPLEMENTAL, L.P.
| By: | GENERAL CATALYST PARTNERS VIII, L.P. |
its General Partner
| By: | GENERAL CATALYST GP VIII, LLC |
its General Partner
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
CUSIP No. 539183103 | 13D | Page 24 of 25 Pages |
GC VENTURE LH, LLC
| By: | GC VENTURE LH MANAGER, LLC |
its Manager
| By: | GENERAL CATALYST GROUP MANAGEMENT, LLC |
its Manager
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GENERAL CATALYST PARTNERS VI, L.P.
| By: | GENERAL CATALYST GP VI, LLC |
its General Partner
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GENERAL CATALYST PARTNERS VIII, L.P.
| By: | GENERAL CATALYST GP VIII, LLC |
its General Partner
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GC VENTURE LH MANAGER, LLC
| By: | GENERAL CATALYST GROUP MANAGEMENT, LLC |
its Manager
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GP VI, LLC
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
CUSIP No. 539183103 | 13D | Page 25 of 25 Pages |
GENERAL CATALYST GP VIII, LLC
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP MANAGEMENT, LLC
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP MANAGEMENT HOLDINGS, L.P.
| By: | GENERAL CATALYST GROUP MANAGEMENT HOLDINGS GP, LLC |
its General Partner
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
GENERAL CATALYST GROUP MANAGEMENT HOLDINGS GP, LLC
| By: | /s/ Christopher McCain |
Christopher McCain
Chief Legal Officer
*
Kenneth I. Chenault
*
Joel E. Cutler
*
David P. Fialkow
*
Hemant Taneja
* By: /s/ Christopher McCain
Christopher McCain as Attorney-in-Fact
* This Schedule 13D was executed by Christopher McCain on behalf of the Managing Directors pursuant to Powers of Attorney filed as Exhibit 24.1 to the Form 4 relating to the beneficial ownership of shares of Intersections Inc. (file no. 000-50580) by Reporting Persons filed with the Securities Exchange Commission on January 15, 2019 and incorporated herein in its entirety by reference.