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Filing Details

Accession Number:: 0001209191-20-049674
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-09-04 21:02:15
Reporting Period:: 2020-09-03

Accepted Time:: 2020-09-04 21:02:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1639225	Livongo Health Inc.	LVGO	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1213349	Glen Tullman	C/O Livongo Health, Inc. 150 West Evelyn Avenue, Suite 150 Mountain View CA 94041	Executive Chairman	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-09-03	422,000	$0.74	1,348,199	No	4	M	Direct
Common Stock	Disposition	2020-09-03	422,000	$124.50	926,199	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (right to buy)	Disposition	2020-09-03	422,000	$0.00	422,000	$0.74

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
297,954		2024-02-12	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	1,289,209	Indirect	See footnote
Common Stock	1,580,122	Indirect	See footnote
Common Stock	146,324	Indirect	See footnote
Common Stock	235,134	Indirect	See footnote
Common Stock	260,358	Indirect	See footnote

Footnotes

On August 5, 2020, the Issuer entered into an Agreement and Plan of Merger with Teladoc Health, Inc. ("Teladoc") and Tempranillo Merger Sub, Inc., a wholly-owned subsidiary of Teladoc ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Teladoc (the "Merger"). Pursuant to the terms of the Rule 10b5-1 trading plan adopted by the reporting person on December 13, 2019, as amended and restated (the "Trading Plan"), all sales pursuant to the Trading Plan were automatically suspended following the public announcement of the Merger without any action by the reporting person, and the Trading Plan was subsequently terminated. The number of shares sold and reported on this form is consistent with the number of shares that would have been sold by the reporting person pursuant to the Trading Plan had the Trading Plan not been suspended in connection with the Merger.
In addition, in connection with the Merger the reporting person entered into a voting agreement with Teladoc and certain other stockholders of the Issuer party thereto (the "Voting Agreement"), pursuant to which, subject to certain exceptions, the reporting person agreed to vote all shares of the Issuer's common stock held by the reporting person in favor of the approval of the Merger. The sales reported on this form are expressly permitted and contemplated by the Voting Agreement, which permits the reporting person to sell or transfer a number of shares of the Issuer's common stock equivalent to such number of shares that would have been sold had the Trading Plan remained in effect. Following the sales reported on this form, the reporting person continues to hold over 85% of the shares of the Issuer's common stock and vested stock options directly held immediately prior to such sales.
The shares are held of record by 7wire Ventures Fund, L.P., or 7wire LP. The reporting person serves as a Manager of 7wire Management, LLC, or 7wire Management, the Manager of 7wire LP. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
The shares are held of record by 7wire Ventures LLC-Series EosHealth. The reporting person serves as a Manager of 7wire Management, the Manager of 7wire Ventures LLC-Series EosHealth. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
The shares are held of record by 7wire Ventures LLC - Series Livongo C. The reporting person serves as a Manager of 7wire Management, the Manager of 7wire Ventures LLC - Series Livongo C. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
The shares are held of record by 7wire Ventures LLC - Series Livongo D. The reporting person serves as a Manager of 7wire Management, the Manager of 7wire Ventures LLC - Series Livongo D. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
The shares are held of record by 7wire Ventures LLC - Series Livongo E. The reporting person serves as a Manager of 7wire Management, the Manager of 7wire Ventures LLC - Series Livongo E. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Shares subject to the option are fully vested and immediately exercisable.