SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ROTHBERG JONATHAN M

(Last) (First) (Middle)
C/O BUTTERFLY NETWORK, INC.
530 OLD WHITFIELD STREET

(Street)
GUILFORD CT 06437

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Butterfly Network, Inc. [ BFLY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/12/2021 A 1,038,300(1) A (2) 1,038,300 D
Class B Common Stock 02/12/2021 A 15,919,141 A (3) 15,919,141 I By 4C Holdings I, LLC(4)
Class B Common Stock 02/12/2021 A 2,621,701 A (5) 2,621,701 I By 4C Holdings II, LLC(4)
Class B Common Stock 02/12/2021 A 2,621,701 A (6) 2,621,701 I By 4C Holdings III, LLC(4)
Class B Common Stock 02/12/2021 A 2,621,701 A (7) 2,621,701 I By 4C Holdings IV, LLC(4)
Class B Common Stock 02/12/2021 A 2,642,693 A (8) 2,642,693 I By 4C Holdings V, LLC(4)
Class A Common Stock 02/16/2021 A 13,157(9) A $0.00 13,157 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Consists of restricted stock units ("RSUs"). Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest in 8 equal quarterly installments beginning on March 31, 2021.
2. In connection with the closing of the transactions contemplated by the Business Combination Agreement, dated as of November 19, 2020, by and among Longview Acquisition Corp. ("Longview"), Clay Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Longview ("Merger Sub"), and Butterfly Network, Inc., a Delaware corporation ("Butterfly"), pursuant to which Merger Sub merged with and into Butterfly (the "Merger"), with Butterfly surviving as a wholly-owned subsidiary of Longview (which changed its name to "Butterfly Network, Inc.", the "Issuer"), these shares were received in exchange for 1,000,000 RSUs of Butterfly.
3. Received in connection with the Merger in exchange for 15,331,929 shares of Butterfly Series A preferred stock.
4. Dr. Rothberg is the Manager of 4C Holdings I, LLC, 4C Holdings II, LLC, 4C Holdings III, LLC, 4C Holdings IV, LLC and 4C Holdings V, LLC. Dr. Rothberg disclaims beneficial ownership of the securities held by these entities except to the extent of his pecuniary interest therein.
5. Received in connection with the Merger in exchange for 2,524,994 shares of Butterfly Series A preferred stock.
6. Received in connection with the Merger in exchange for 2,524,994 shares of Butterfly Series A preferred stock.
7. Received in connection with the Merger in exchange for 2,524,994 shares of Butterfly Series A preferred stock.
8. Received in connection with the Merger in exchange for 2,545,212 shares of Butterfly Series A preferred stock.
9. Consists of RSUs. Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest in equal annual installments over three years beginning on February 16, 2022, subject to Dr. Rothberg's continued service through the applicable vesting date.
/s/ Mary Miller, Attorney-in-Fact 02/16/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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