FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/24/2019 |
3. Issuer Name and Ticker or Trading Symbol
Livongo Health, Inc. [ LVGO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 1,984,865(1) | D | |
Common Stock | 414,808 | I | See footnote(2) |
Common Stock | 3,373,987 | I | See footnote(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock | (4) | (4) | Common Stock | 3,506 | (4) | I | See footnote(3) |
Series C Convertible Preferred Stock | (5) | (5) | Common Stock | 2,104 | (5) | I | See footnote(2) |
Series C Convertible Preferred Stock | (5) | (5) | Common Stock | 285,131 | (5) | I | See footnote(6) |
Series D Convertible Preferred Stock | (7) | (7) | Common Stock | 250,800 | (7) | I | See footnote(2) |
Series D Convertible Preferred Stock | (7) | (7) | Common Stock | 361,718 | (7) | I | See footnote(8) |
Series E Convertible Preferred Stock | (9) | (9) | Common Stock | 488,683 | (9) | I | See footnote(2) |
Series E Convertible Preferred Stock | (9) | (9) | Common Stock | 400,528 | (9) | I | See footnote(10) |
Series E Convertible Preferred Stock | (9) | (9) | Common Stock | 60,000 | (9) | I | See footnote(11) |
Explanation of Responses: |
1. Of the reported shares, 1,143,551 shares are represented by restricted stock units, or RSUs, which vest as follows: 285,887 RSUs vest on January 18, 2020 and the remaining 857,664 RSUs vest in eight equal semi-annual installments beginning on July 18, 2020. |
2. 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. |
3. 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. |
4. Each share of Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date. |
5. Each share of Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date. |
6. 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. |
7. Each share of Series D Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date. |
8. 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. |
9. Each share of Series E Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date. |
10. 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. |
11. The shares are held of record by 7Wire Ventures Wanxiang Strategic Fund I, LLC, or 7Wire Wanxiang. The reporting person serves as a Manager of 7Wire Management, the Manager of 7Wire Wanxiang. 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. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Erica Palsis, by power of attorney | 07/24/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |