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Filing Details

Accession Number:: 0001209191-20-049683
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-09-04 21:14:27
Reporting Period:: 2020-09-04

Accepted Time:: 2020-09-04 21:14:27
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1639225	Livongo Health Inc.	LVGO	Services-Computer Programming, Data Processing, Etc. (7370)	263542036

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1783108	James Pursley	C/O Livongo Health, Inc. 150 West Evelyn Avenue, Suite 150 Mountain View CA 94041	Chief Commercial Officer	No	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
Common Stock	Acquisiton	2020-09-04	5,429	$0.36	78,723	No	4	M	Direct
Common Stock	Acquisiton	2020-09-04	19,428	$0.80	98,151	No	4	M	Direct
Common Stock	Disposition	2020-09-04	10,773	$124.41	87,378	No	4	S	Direct
Common Stock	Disposition	2020-09-04	12,803	$124.51	74,575	No	4	S	Direct
Common Stock	Disposition	2020-09-04	940	$128.00	73,635	No	4	S	Direct
Common Stock	Disposition	2020-09-04	341	$129.03	73,294	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	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	2020-09-04	5,429	$0.00	5,429	$0.36
Common Stock	Employee Stock Option (right to buy)	Disposition	2020-09-04	19,428	$0.00	19,428	$0.80

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2024-12-11	No	4	M	Direct
105,572		2025-12-10	No	4	M	Direct

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 November 12, 2019 (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.
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 held immediately prior to such sales.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.58 to $128.49, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.77 to $129.16, inclusive.
Shares subject to the option are fully vested and immediately exercisable.