Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

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BUTTERFLY NETWORK, INC.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

124155102

(CUSIP Number)

Mark Horowitz

Co-President

Glenview Capital Management

767 Fifth Avenue, 44th Floor

New York, NY 10153

(212) 812-4700

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

March 27, 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 § 240.13d-7 for other parties to whom copies are to be sent.

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).

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1	NAMES OF REPORTING PERSONS
	LONGVIEW INVESTORS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(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 ITEM 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
		8	SHARED VOTING POWER
			17,128,333 (2)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			17,128,333 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,128,333 (2)
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)
	9.97% (3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(2)	Includes 6,853,333 shares of Common Stock issuable to Longview Investors LLC upon exercise of the Private Placement Warrants.

(2)	Includes 6,853,333 shares of Common Stock issuable to Longview Investors LLC upon exercise of the Private Placement Warrants.

Item 1.

Security and Issuer.

    Item 1 of the Original 13D is hereby amended and supplemented as follows.

    This Amendment No. 1 amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on February 17, 2021 (the “Original 13D”) relating to the common stock, par value $0.0001 per share (the “Common Stock”), of Butterfly Network, Inc. (the “Issuer”), the principal executive offices of which are located at 530 Old Whitfield Street, Guilford, CT 06437. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original 13D.  Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original 13D.

Item 4.

Purpose of Transaction

    Item 5 of the Original 13D is hereby amended and supplemented as follows:

(c) Except as described in Item 4 of this Amendment No. 1, the Reporting Persons have not effected any transactions with respect to the Common Stock since the Original 13D was filed on February 17, 2021.