0001209191-20-049679.txt : 20200904 0001209191-20-049679.hdr.sgml : 20200904 20200904210752 ACCESSION NUMBER: 0001209191-20-049679 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: Schneider Jennifer CENTRAL INDEX KEY: 0001783060 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38983 FILM NUMBER: 201162814 MAIL ADDRESS: STREET 1: C/O LIVONGO HEALTH, INC. STREET 2: 150 WEST EVELYN AVENUE, SUITE 150 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 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 0001783060 Schneider Jennifer C/O LIVONGO HEALTH, INC. 150 WEST EVELYN AVENUE, SUITE 150 MOUNTAIN VIEW CA 94041 0 1 0 0 President Common Stock 2020-09-03 4 M 0 60266 0.80 A 268443 D Common Stock 2020-09-03 4 S 0 60266 124.50 D 208177 D Employee Stock Option (right to buy) 0.80 2020-09-03 4 M 0 60266 0.00 D 2025-09-02 Common Stock 60266 524602 D 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 December 9, 2019 (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 majority of shares sold and reported on this form are 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. Following the sales reported on this form, the reporting person continues to hold over 85% of the shares of the Issuer's common stock and vested stock options held immediately prior to such sales. One-fourth of the shares subject to the option vested on September 1, 2016 and 1/48 of the shares vest monthly thereafter. /s/ Jonathan Dorfman, by power of attorney 2020-09-04