0001639225-20-000064.txt : 20201030 0001639225-20-000064.hdr.sgml : 20201030 20201030172159 ACCESSION NUMBER: 0001639225-20-000064 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201030 FILED AS OF DATE: 20201030 DATE AS OF CHANGE: 20201030 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: 201278329 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 wf-form4_160409289833502.xml FORM 4 X0306 4 2020-10-30 1 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 2020-10-30 4 D 0 73294 D 0 D Employee Stock Option (right to buy) 0.8 2020-10-30 4 D 0 105572 D 2025-12-10 Common Stock 105572.0 0 D Employee Stock Option (right to buy) 0.8 2020-10-30 4 D 0 50000 D 2026-02-17 Common Stock 50000.0 0 D Employee Stock Option (right to buy) 1.38 2020-10-30 4 D 0 125000 D 2026-11-15 Common Stock 125000.0 0 D Employee Stock Option (right to buy) 1.88 2020-10-30 4 D 0 120000 D 2027-12-03 Common Stock 120000.0 0 D Employee Stock Option (right to buy) 3.62 2020-10-30 4 D 0 100000 D 2028-06-18 Common Stock 100000.0 0 D Includes 21,537 restricted stock units ("RSUs"). Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 5, 2020, by and among the Issuer, Teladoc Health, Inc. ("Teladoc"), and Tempranillo Merger Sub, Inc., a wholly owned subsidiary of Teladoc, each share of the Issuer's common stock was converted into the right to receive 0.5920 of a share of Teladoc common stock and $4.24 in cash, without interest, together with cash in lieu of fractional shares (if any). Pursuant to the Merger Agreement, each outstanding RSU award of the Issuer was converted into a number of RSUs with respect to a number of shares of Teladoc common stock equal to the product of (i) the number of shares of the Issuer's common stock subject to such RSU award immediately prior to the effective time of the merger and (ii) the Equity Award Adjustment Ratio (as defined below) (rounded down to the nearest whole share of Teladoc common stock on an award-by-award basis), subject to the same terms and conditions as were applicable to such Issuer RSU immediately prior to the effective time of the merger (including applicable vesting conditions). The "Equity Award Adjustment Ratio" means the quotient determined by dividing (i) the volume weighted average closing price of the Issuer's common stock on the four trading days ending on October 29, 2020 by (ii) the volume weighted average closing price of Teladoc common stock on the four trading days beginning on October 29, 2020. Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, each outstanding stock option of the Issuer, whether vested or unvested, was converted into an option to purchase a number of shares of Teladoc common stock equal to the product of (i) the number of shares of the Issuer's common stock subject to such Issuer stock option immediately prior to the effective time of the merger and (ii) the Equity Award Adjustment Ratio (rounded down to the nearest whole share of Teladoc common stock on an award-by-award basis), with an exercise price equal to the quotient of (x) the exercise price of such Issuer stock option and (y) the Equity Award Adjustment Ratio (rounded up to the nearest whole cent), subject to the same terms and conditions as were applicable to such Issuer stock option immediately prior to the effective time of the merger (including applicable vesting conditions). One-fourth of the shares subject to the option vested on November 16, 2017 and 1/48 of the shares vest monthly thereafter. One-fourth of the shares subject to the option vested on December 4, 2018 and 1/48 of the shares vest monthly thereafter. One-fourth of the shares subject to the option vested on June 19, 2019 and 1/48 of the shares vest monthly thereafter. /s/ Jonathan Dorfman, by power of attorney 2020-10-30