0001104659-22-038212.txt : 20220328 0001104659-22-038212.hdr.sgml : 20220328 20220325184605 ACCESSION NUMBER: 0001104659-22-038212 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220328 DATE AS OF CHANGE: 20220325 GROUP MEMBERS: 1997 JMR TRUST COMMON, LLC GROUP MEMBERS: 2012 JMR TRUST COMMON, LLC GROUP MEMBERS: 4C HOLDINGS I, LLC GROUP MEMBERS: 4C HOLDINGS II, LLC GROUP MEMBERS: 4C HOLDINGS III, LLC GROUP MEMBERS: 4C HOLDINGS IV, LLC GROUP MEMBERS: 4C HOLDINGS V, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Butterfly Network, Inc. CENTRAL INDEX KEY: 0001804176 STANDARD INDUSTRIAL CLASSIFICATION: X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS [3844] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91519 FILM NUMBER: 22772818 BUSINESS ADDRESS: STREET 1: 530 OLD WHITFIELD STREET CITY: GUILFORD STATE: CT ZIP: 06437 BUSINESS PHONE: 203-689-5650 MAIL ADDRESS: STREET 1: 530 OLD WHITFIELD STREET CITY: GUILFORD STATE: CT ZIP: 06437 FORMER COMPANY: FORMER CONFORMED NAME: Longview Acquisition Corp. DATE OF NAME CHANGE: 20200220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROTHBERG JONATHAN M CENTRAL INDEX KEY: 0001076352 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O BUTTERFLY NETWORK, INC. STREET 2: 530 OLD WHITFIELD ST. CITY: GUILFORD STATE: CT ZIP: 06437 SC 13D/A 1 tm2210490d1_sc13da.htm SC 13D/A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Butterfly Network, Inc.

(Name of Issuer)

 

Class A common stock, par value $0.0001 per share

Class B common stock, par value $0.0001 per share

(Title of Class of Securities)

 

Class A common stock: 124155102

Class B common stock: Not Applicable

(CUSIP Number)

 

Jonathan M. Rothberg, Ph.D.

c/o Butterfly Network, Inc.

530 Old Whitfield Street
Guilford, Connecticut 06437

(203) 689-5650

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

Copies to:

 

Michael L. Fantozzi, Esq.
John P. Condon, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02111

 

March 21, 2022

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 1 of 10

 

1 NAMES OF REPORTING PERSON
 
Jonathan M. Rothberg, Ph.D.
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨       (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS

PF1
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER
 
9,682,726 shares of Class A common stock and 26,426,937 shares of Class B common stock1
8 SHARED VOTING POWER
 
726,696 shares of Class A common stock2
9 SOLE DISPOSITIVE POWER
 
9,682,726 shares of Class A common stock and 26,426,937 shares of Class B common stock1
10 SHARED DISPOSITIVE POWER
 
726,696 shares of Class A common stock2

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,409,422 shares of Class A common stock and 26,426,937 shares of Class B common stock1,2
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1% of the Class A common stock and 100% of the Class B common stock3
14 TYPE OF REPORTING PERSON

IN

 

 

1 Consists of (i) 1,999,980 shares of Class A common stock of Butterfly Network, Inc. (f/k/a Longview Acquisition Corp.) (the “Issuer”) held by the Jonathan M. Rothberg, Ph.D., (ii) restricted stock units for 527,924 shares of Class A common stock of the Issuer, of which RSUs for 129,787 shares vest within 60 days of March 21, 2022, held by Dr. Jonathan M. Rothberg, (iii) 6,202,545 shares of Class A common stock of the Issuer held by 2012 JMR Trust Common, LLC, (iv) 952,277 shares of Class A common stock of the Issuer held by 1997 JMR Trust Common, LLC, and (v) 26,426,937 shares of Class B common stock of the Issuer held by 4C Holdings I, LLC, 4C Holdings II, LLC, 4C Holdings III, LLC, 4C Holdings IV, LLC and 4C Holdings V, LLC.

2 Consists of 726,696 shares of Class A common stock of the Issuer held by Dr. Rothberg’s spouse.

3 Calculated based on 171,733,179 shares of Class A common stock of the Issuer and 26,426,937 shares of Class B common stock of the Issuer outstanding as of February 1, 2022.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 2 of 10

 

1 NAMES OF REPORTING PERSON
 
2012 JMR Trust Common, LLC
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨       (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER
 
8 SHARED VOTING POWER
 
6,202,545 shares of Class A common stock
9 SOLE DISPOSITIVE POWER
 
10 SHARED DISPOSITIVE POWER
 
6,202,545 shares of Class A common stock

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,202,545 shares of Class A common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.6% of the Class A common stock4
14 TYPE OF REPORTING PERSON
 
OO

 

 

4 Calculated based on 171,733,179 shares of Class A common stock of the Issuer outstanding as of February 1, 2022.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 3 of 10

 

1 NAMES OF REPORTING PERSON
 
1997 JMR Trust Common, LLC
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨       (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER
 
8 SHARED VOTING POWER
 
952,277 shares of Class A common stock
9 SOLE DISPOSITIVE POWER
 
10 SHARED DISPOSITIVE POWER
 
952,277 shares of Class A common stock

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
952,277 shares of Class A common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1% of the Class A common stock5
14 TYPE OF REPORTING PERSON
 
OO

 

 

5 Calculated based on 171,733,179 shares of Class A common stock of the Issuer outstanding as of February 1, 2022.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 4 of 10

 

1 NAMES OF REPORTING PERSON
 
4C Holdings I, LLC
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨       (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER
 
8 SHARED VOTING POWER
 
9,716,596 shares of Class B common stock
9 SOLE DISPOSITIVE POWER
 
10 SHARED DISPOSITIVE POWER
 
9,716,596 shares of Class B common stock

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,716,596 shares of Class B common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
36.8% of the Class B common stock6
14 TYPE OF REPORTING PERSON
 
OO

 

 

6 Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of February 1, 2022.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 5 of 10

 

1 NAMES OF REPORTING PERSON
 
4C Holdings II, LLC
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨       (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER
 
8 SHARED VOTING POWER
 
2,621,701 shares of Class B common stock
9 SOLE DISPOSITIVE POWER
 
10 SHARED DISPOSITIVE POWER
 
2,621,701 shares of Class B common stock

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,621,701 shares of Class B common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9% of the Class B common stock7
14 TYPE OF REPORTING PERSON
 
OO

 

 

7 Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of February 1, 2022.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 6 of 10

 

1 NAMES OF REPORTING PERSON
 
4C Holdings III, LLC
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨       (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER
 
8 SHARED VOTING POWER
 
2,621,701 shares of Class B common stock
9 SOLE DISPOSITIVE POWER
 
10 SHARED DISPOSITIVE POWER
 
2,621,701 shares of Class B common stock

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,621,701 shares of Class B common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9% of the Class B common stock8
14 TYPE OF REPORTING PERSON
 
OO

 

 

8 Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of February 1, 2022.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 7 of 10

 

1 NAMES OF REPORTING PERSON
 
4C Holdings IV, LLC
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨       (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER
 
8 SHARED VOTING POWER
 
2,621,701 shares of Class B common stock
9 SOLE DISPOSITIVE POWER
 
10 SHARED DISPOSITIVE POWER
 
2,621,701 shares of Class B common stock

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,621,701 shares of Class B common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9% of the Class B common stock9
14 TYPE OF REPORTING PERSON
 
OO

 

 

9 Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of February 1, 2022.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 8 of 10

 

1 NAMES OF REPORTING PERSON
 
4C Holdings V, LLC
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨       (b) ¨
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
 
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7 SOLE VOTING POWER
 
8 SHARED VOTING POWER
 
8,845,238 shares of Class B common stock
9 SOLE DISPOSITIVE POWER
 
10 SHARED DISPOSITIVE POWER
 
8,845,238 shares of Class B common stock

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,845,238 shares of Class B common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.5% of the Class B common stock10
14 TYPE OF REPORTING PERSON
 
OO

 

 

10 Calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of February 1, 2022.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 9 of 10

 

Explanatory Note

 

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Schedule 13D filed on February 22, 2021, as amended by Amendment No. 1 filed on March 26, 2021 (as amended, the “Schedule 13D”) relating to the Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share, of Butterfly Network, Inc. (f/k/a Longview Acquisition Corp.), a Delaware corporation (the “Issuer”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 2. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.

 

Item 1. Security and Issuer.

 

There are no changes to the Item 1 information previously filed.

 

Item 2.Identity and Background.

 

Item 2 sections (a), (c) and (f) are hereby amended and restated in their entirety below:

 

(a) This Statement is being filed on behalf of (i) Jonathan M. Rothberg, Ph.D., (ii) 2012 JMR Trust Common, LLC, (iii) 1997 JMR Trust Common, LLC, (iv) 4C Holdings I, LLC, (v) 4C Holdings II, LLC, (vi) 4C Holdings III, LLC, (vii) 4C Holdings IV, LLC, and (viii) 4C Holdings V, LLC (together, the “Reporting Persons”). Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person’s pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person.

 

(c) Dr. Jonathan Rothberg is the founder of Legacy Butterfly (defined below) and Chairman of the Issuer. He is the sole manager of 2012 JMR Trust Common, LLC, 1997 JMR Trust Common, LLC, 4C Holdings I, LLC, 4C Holdings II, LLC, 4C Holdings III, LLC, 4C Holdings IV, LLC, and 4C Holdings V, LLC.

 

(f) Dr. Jonathan Rothberg is a citizen of the United States of America. Each of 2012 JMR Trust Common, LLC, 1997 JMR Trust Common, LLC, 4C Holdings I, LLC, 4C Holdings II, LLC, 4C Holdings III, LLC, 4C Holdings IV, LLC, and 4C Holdings V, LLC is a limited liability company organized under the laws of Delaware.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:

 

On March 21, 2022, in connection with estate planning, 23rd Century Capital LLC transferred 6,202,545 shares of Class A common stock to 2012 JMR Trust Common, LLC and 4C Holdings I, LLC transferred 6,202,545 shares of Class B common stock to 4C Holdings V, LLC, in each case with no consideration received in exchange therefor other than the shares to be received by the transferees.

 

Item 4.Purpose of Transaction.

 

There are no changes to the Item 4 information previously filed.

 

Item 5.Interest in Securities of the Issuer.

 

There are no changes to the Item 5 information previously filed. 

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

There are no changes to the Item 6 information previously filed.

 

 

 

 

SCHEDULE 13D 
   
CUSIP NO. 12415510213DPage 10 of 10

 

Item 7.Material to be Filed as Exhibits.

 

Exhibit
No.		   Description
1.   Joint Filing Agreement, by and among Jonathan M. Rothberg, Ph.D., 2012 JMR Trust Common, LLC, 1997 JMR Trust Common, LLC, 4C Holdings I, LLC, 4C Holdings II, LLC, 4C Holdings III, LLC, 4C Holdings IV, LLC and 4C Holdings V, LLC, dated as of March 25, 2022.
     
2.   Amended and Restated Registration Rights Agreement, dated as of February 12, 2021, by and among the Issuer, Legacy Butterfly and certain of their securityholders (incorporated by reference from Exhibit 10.19 the Form 8-K of Butterfly Network, Inc. filed with the Securities and Exchange Commission on February 16, 2021 (File No. 001-39292)).  

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

 

Dated: March 25, 2022 /s/ Jonathan M. Rothberg
  Jonathan M. Rothberg, Ph.D.
   
  2012 JMR Trust Common, LLC
   
  By: /s/ Jonathan M. Rothberg
  Name: Jonathan M. Rothberg, Ph.D.
  Title: Manager
   
  1997 JMR Trust Common, LLC
   
  By: /s/ Jonathan M. Rothberg
  Name: Jonathan M. Rothberg, Ph.D.
  Title: Manager
   
  4C Holdings I, LLC
   
  By: /s/ Jonathan M. Rothberg
  Name: Jonathan M. Rothberg, Ph.D.
  Title: Manager
   
  4C Holdings II, LLC
   
  By: /s/ Jonathan M. Rothberg
  Name: Jonathan M. Rothberg, Ph.D.
  Title: Manager
   
  4C Holdings III, LLC
   
  By: /s/ Jonathan M. Rothberg
  Name: Jonathan M. Rothberg, Ph.D.
  Title: Manager
   
  4C Holdings IV, LLC
   
  By: /s/ Jonathan M. Rothberg
  Name: Jonathan M. Rothberg, Ph.D.
  Title: Manager
   
  4C Holdings V, LLC
   
  By: /s/ Jonathan M. Rothberg
  Name: Jonathan M. Rothberg, Ph.D.
  Title: Manager

 

 

 EX-99.1 2 tm2210490d1_ex1.htm EXHIBIT 1

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

This Joint Filing Agreement is by and among Jonathan M. Rothberg, Ph.D., 2012 JMR Trust Common, LLC, 1997 JMR Trust Common, LLC, 4C Holdings I, LLC, 4C Holdings II, LLC, 4C Holdings III, LLC, 4C Holdings IV, LLC and 4C Holdings V, LLC (collectively, the “Filers”).

 

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D with respect to shares of Class A common stock and Class B common stock of Butterfly Network, Inc. beneficially owned by them from time to time.

 

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

 

This Joint Filing Agreement may be terminated by any of the Filers upon seven days prior written notice or such lesser period of notice as the Filers may mutually agree.

 

Executed and delivered as of the date first above written.

 

Dated: March 25, 2022 /s/ Jonathan M. Rothberg
  Jonathan M. Rothberg, Ph.D.
   
  2012 JMR Trust Common, LLC
   
  By: /s/ Jonathan M. Rothberg
  Name: Jonathan M. Rothberg, Ph.D.
  Title: Manager
   
  1997 JMR Trust Common, LLC
   
  By: /s/ Jonathan M. Rothberg
  Name: Jonathan M. Rothberg, Ph.D.
  Title: Manager
   
  4C Holdings I, LLC
   
  By: /s/ Jonathan M. Rothberg
  Name: Jonathan M. Rothberg, Ph.D.
  Title: Manager
   
  4C Holdings II, LLC
   
  By: /s/ Jonathan M. Rothberg
  Name: Jonathan M. Rothberg, Ph.D.
  Title: Manager
   
  4C Holdings III, LLC
   
  By: /s/ Jonathan M. Rothberg
  Name: Jonathan M. Rothberg, Ph.D.
  Title: Manager
   
  4C Holdings IV, LLC
   
  By: /s/ Jonathan M. Rothberg
  Name: Jonathan M. Rothberg, Ph.D.
  Title: Manager
   
  4C Holdings V, LLC
   
  By: /s/ Jonathan M. Rothberg
  Name: Jonathan M. Rothberg, Ph.D.
  Title: Manager