Filing Details

Accession Number:
0001209191-20-049681
Form Type:
4
Zero Holdings:
No
Publication Time:
2020-09-04 21:12:26
Reporting Period:
2020-09-03
Accepted Time:
2020-09-04 21:12:26
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
1213350 Lee Shapiro C/O Livongo Health, Inc.
150 West Evelyn Avenue, Suite 150
Mountain View CA 94041
Chief Financial Officer No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2020-09-03 84,132 $124.50 1,810,499 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S 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
  1. 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 May 22, 2020 (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.
  2. 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 directly held immediately prior to such sales.
  3. 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.
  4. 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 ofSection 16 or for any other purpose.
  5. 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 otherpurpose.
  6. 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.
  7. 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 otherpurpose.