0001209191-20-049683.txt : 20200904 0001209191-20-049683.hdr.sgml : 20200904 20200904211427 ACCESSION NUMBER: 0001209191-20-049683 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200904 FILED AS OF DATE: 20200904 DATE AS OF CHANGE: 20200904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pursley James CENTRAL INDEX KEY: 0001783108 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38983 FILM NUMBER: 201162823 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 2020-09-04 0 0001639225 Livongo Health, Inc. LVGO 0001783108 Pursley James C/O LIVONGO HEALTH, INC. 150 WEST EVELYN AVENUE, SUITE 150 MOUNTAIN VIEW CA 94041 0 1 0 0 Chief Commercial Officer Common Stock 2020-09-04 4 M 0 5429 0.36 A 78723 D Common Stock 2020-09-04 4 M 0 19428 0.80 A 98151 D Common Stock 2020-09-04 4 S 0 10773 124.41 D 87378 D Common Stock 2020-09-04 4 S 0 12803 124.51 D 74575 D Common Stock 2020-09-04 4 S 0 940 127.9992 D 73635 D Common Stock 2020-09-04 4 S 0 341 129.0342 D 73294 D Employee Stock Option (right to buy) 0.36 2020-09-04 4 M 0 5429 0.00 D 2024-12-11 Common Stock 5429 0 D Employee Stock Option (right to buy) 0.80 2020-09-04 4 M 0 19428 0.00 D 2025-12-10 Common Stock 19428 105572 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 November 12, 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 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. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.58 to $128.49, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.77 to $129.16, inclusive. Shares subject to the option are fully vested and immediately exercisable. /s/ Jonathan Dorfman, by power of attorney 2020-09-04