SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Trident Capital Management-VI, L.L.C.

(Last)

(First)

(Middle)

500 HAMILTON AVENUE,

SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Teladoc, Inc. [ TDOC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/07/2015		C		1,495,597	A	⁽⁴⁾	1,495,597	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	07/07/2015		C		58,009	A	⁽⁴⁾	58,009	I	See Footnotes⁽¹⁾⁽³⁾
Common Stock	07/07/2015		C		1,871,766	A	⁽⁵⁾	1,871,766	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	07/07/2015		C		72,593	A	⁽⁵⁾	72,593	I	See Footnotes⁽¹⁾⁽³⁾
Common Stock	07/07/2015		C		558,756	A	⁽⁶⁾	558,756	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	07/07/2015		C		21,670	A	⁽⁶⁾	21,670	I	See Footnotes⁽¹⁾⁽³⁾
Common Stock	07/07/2015		C		437,076	A	⁽⁷⁾	437,076	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	07/07/2015		C		16,951	A	⁽⁷⁾	16,951	I	See Footnotes⁽¹⁾⁽³⁾
Common Stock	07/07/2015		C		255,646	A	⁽⁸⁾	255,646	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	07/07/2015		C		9,916	A	⁽⁸⁾	9,916	I	See Footnotes⁽¹⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽⁴⁾	07/07/2015		C			220,439	⁽⁴⁾	⁽⁴⁾	Common Stock	1,495,597	$0⁽⁴⁾	0	I	See Footnotes⁽¹⁾⁽²⁾
Series B Preferred Stock	⁽⁴⁾	07/07/2015		C			8,550	⁽⁴⁾	⁽⁴⁾	Common Stock	58,009	$0⁽⁴⁾	0	I	See Footnotes⁽¹⁾⁽³⁾
Series C-1 Preferred Stock	⁽⁵⁾	07/07/2015		C			4,278,669	⁽⁵⁾	⁽⁵⁾	Common Stock	1,871,766	$0⁽⁵⁾	0	I	See Footnotes⁽¹⁾⁽²⁾
Series C-1 Preferred Stock	⁽⁵⁾	07/07/2015		C			165,941	⁽⁵⁾	⁽⁵⁾	Common Stock	72,593	$0⁽⁵⁾	0	I	See Footnotes⁽¹⁾⁽³⁾
Series D Preferred Stock	⁽⁶⁾	07/07/2015		C			1,277,260	⁽⁶⁾	⁽⁶⁾	Common Stock	558,756	$0⁽⁶⁾	0	I	See Footnotes⁽¹⁾⁽²⁾
Series D Preferred Stock	⁽⁶⁾	07/07/2015		C			49,536	⁽⁶⁾	⁽⁶⁾	Common Stock	21,670	$0⁽⁶⁾	0	I	See Footnotes⁽¹⁾⁽³⁾
Series E Preferred Stock	⁽⁷⁾	07/07/2015		C			999,113	⁽⁷⁾	⁽⁷⁾	Common Stock	437,076	$0⁽⁷⁾	0	I	See Footnotes⁽¹⁾⁽²⁾
Series E Preferred Stock	⁽⁷⁾	07/07/2015		C			38,749	⁽⁷⁾	⁽⁷⁾	Common Stock	16,951	$0⁽⁷⁾	0	I	See Footnotes⁽¹⁾⁽³⁾
Series F Preferred Stock	⁽⁸⁾	07/07/2015		C			584,381	⁽⁸⁾	⁽⁸⁾	Common Stock	255,646	$0⁽⁸⁾	0	I	See Footnotes⁽¹⁾⁽²⁾
Series F Preferred Stock	⁽⁸⁾	07/07/2015		C			22,666	⁽⁸⁾	⁽⁸⁾	Common Stock	9,916	$0⁽⁸⁾	0	I	See Footnotes⁽¹⁾⁽³⁾

1. Name and Address of Reporting Person^*

Trident Capital Management-VI, L.L.C.

(Last)

(First)

(Middle)

500 HAMILTON AVENUE,

SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TRIDENT CAPITAL FUND VI LP

(Last)

(First)

(Middle)

500 HAMILTON AVENUE,

SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TRIDENT CAPITAL FUND VI PRINCIPALS FUND LLC

(Last)

(First)

(Middle)

500 HAMILTON AVENUE,

SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Trident Capital Management VI, L.L.C. ("TCM VI") is the sole general partner of Trident Capital Fund VI, L.P. ("Trident Fund VI") and the sole managing member of Trident Capital Fund VI Principals Fund, LLC ("Trident Principals VI"). Donald R. Dixon, Arneek Multani and John Moragne (collectively, the "Managing Members") are the managing members of TCM VI and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held of record by by each of Trident Fund VI and Trident Principals VI. Each of the entities and the Managing Members disclaim beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose.

2. The reported securities are held directly by Trident Fund VI.

3. The reported securities are held directly by Trident Principals VI.

4. Each share of Series B Preferred Stock automatically converted into common stock of the issuer on a 6.7846-for-one basis immediately prior to the closing of issuer's initial public offering and had no expiration date.

5. Each share of Series C-1 Preferred Stock automatically converted into common stock of the issuer on a 0.4375-for-one basis immediately prior to the closing of issuer's initial public offering and had no expiration date.

6. Each share of Series D Preferred Stock automatically converted into common stock of the issuer on a 0.4375-for-one basis immediately prior to the closing of issuer's initial public offering and had no expiration date.

7. Each share of Series E Preferred Stock automatically converted into common stock of the issuer on a 0.4375-for-one basis immediately prior to the closing of issuer's initial public offering and had no expiration date.

8. Each share of Series F Preferred Stock automatically converted into common stock of the issuer on a 0.4375-for-one basis immediately prior to the closing of issuer's initial public offering and had no expiration date.

	/s/ Arneek Multani, a Managing Member of Trident Capital Management-VI, L.L.C.	07/09/2015
	/s/ Arneek Multani, a Managing Member of Trident Capital Management-VI, L.L.C, the General Partner of Trident Capital Fund-VI, L.P.	07/09/2015
	/s/ Arneek Multani, a Managing Member of Trident Capital Management-VI, L.L.C, the Managing Member of Trident Capital Fund-VI Principals Fund, L.L.C.	07/09/2015
	** 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 4 (b)(v).
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