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^*

KPCB DGF Associates, LLC

(Last)

(First)

(Middle)

C/O KLEINER PERKINS CAUFIELD & BYERS,

2750 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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		2,872,326	A	⁽⁵⁾	2,872,326	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	07/07/2015		C		174,911	A	⁽⁵⁾	174,911	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock	07/07/2015		C		273,212	A	⁽⁶⁾	273,212	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	07/07/2015		C		16,637	A	⁽⁶⁾	16,637	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾

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 D Preferred Stock	⁽⁵⁾	07/07/2015		C			6,565,850	⁽⁵⁾	⁽⁵⁾	Common Stock	2,872,326	$0⁽⁵⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Series D Preferred Stock	⁽⁵⁾	07/07/2015		C			399,828	⁽⁵⁾	⁽⁵⁾	Common Stock	174,911	$0⁽⁵⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Series F Preferred Stock	⁽⁶⁾	07/07/2015		C			624,535	⁽⁶⁾	⁽⁶⁾	Common Stock	273,212	$0⁽⁶⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Series F Preferred Stock	⁽⁶⁾	07/07/2015		C			38,030	⁽⁶⁾	⁽⁶⁾	Common Stock	16,637	$0⁽⁶⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

KPCB DGF Associates, LLC

(Last)

(First)

(Middle)

C/O KLEINER PERKINS CAUFIELD & BYERS,

2750 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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^*

KPCB Digital Growth Fund, LLC

(Last)

(First)

(Middle)

C/O KLEINER PERKINS CAUFIELD & BYERS,

2750 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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^*

KPCB Digital Growth Founders Fund, LLC

(Last)

(First)

(Middle)

C/O KLEINER PERKINS CAUFIELD & BYERS,

2750 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive power over such shares. The managing member of KPCB Digital Growth Fund, LLC and KPCB DGF Founders Fund, LLC is KPCB DGF Associates, LLC. John Doerr, Ted Schlein, Brook Byers, Bing Gordon and Mary Meeker (collectively, the "Managing Members") are the managing members of KPCB DGF Associates, LLC, and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held of record by KPCB Digital Growth Fund, LLC and KPCB DGF Founders Fund, LLC. [continued in next footnote]

2. [continued from previous footnote] Each of entities and the Managing Members disclaims 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.

3. The reported securities are held directly by KPCB Digital Growth Fund, LLC.

4. The reported securities are held directly by KPCB DGF Founders Fund LLC.

5. 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.

6. 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.

	KPCB DGF Associates, LLC, By: /s/ Paul Vronsky, General Counsel	07/09/2015
	KPCB Digital Growth Fund, LLC By: KPCB DGF Associates, LLC, Its Managing Member, By: /s/ Paul Vronsky, General Counsel	07/09/2015
	KPCB DGF Founders Fund, LLC, By: KPCB DGF Associates, LLC, Its Managing Member, By: /s/ Paul Vronsky, General Counsel	07/09/2015
	** Signature of Reporting Person	Date
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