0001209191-20-049681.txt : 20200904 0001209191-20-049681.hdr.sgml : 20200904 20200904211226 ACCESSION NUMBER: 0001209191-20-049681 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200903 FILED AS OF DATE: 20200904 DATE AS OF CHANGE: 20200904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHAPIRO LEE CENTRAL INDEX KEY: 0001213350 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38983 FILM NUMBER: 201162821 MAIL ADDRESS: STREET 1: C/O ALLSCRIPTS HEALTCHARE SOLUTIONS STREET 2: 2401 COMMERCE DR CITY: LIBERTYVILLE STATE: IL ZIP: 60048 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Livongo Health, Inc. CENTRAL INDEX KEY: 0001639225 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 263542036 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 150 W. EVELYN AVE. CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 BUSINESS PHONE: 1(866)435-5643 MAIL ADDRESS: STREET 1: 150 W. EVELYN AVE. CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-09-03 0 0001639225 Livongo Health, Inc. LVGO 0001213350 SHAPIRO LEE C/O LIVONGO HEALTH, INC. 150 WEST EVELYN AVENUE, SUITE 150 MOUNTAIN VIEW CA 94041 0 1 0 0 Chief Financial Officer Common Stock 2020-09-03 4 S 0 84132 124.50 D 1810499 D Common Stock 1289209 I See footnote Common Stock 1580122 I See footnote Common Stock 146324 I See footnote Common Stock 235134 I See footnote Common Stock 260358 I See footnote 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 May 22, 2020 (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. In addition, in connection with the Merger the reporting person entered into a voting agreement with Teladoc and certain other stockholders of the Issuer party thereto (the "Voting Agreement"), pursuant to which, subject to certain exceptions, the reporting person agreed to vote all shares of the Issuer's common stock held by the reporting person in favor of the approval of the Merger. The sales reported on this form are expressly permitted and contemplated by the Voting Agreement, which permits the reporting person to sell or transfer a number of shares of the Issuer's common stock equivalent to such number of shares that would have been sold had the Trading Plan remained in effect. Following the sales reported on this form, the reporting person continues to hold over 85% of the shares of the Issuer's common stock directly held immediately prior to such sales. 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. 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. 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. 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. 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. /s/ Jonathan Dorfman, by power of attorney 2020-09-04