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