SEC FORM 4

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^*

Pursley James

(Last)

(First)

(Middle)

C/O LIVONGO HEALTH, INC.

150 WEST EVELYN AVENUE, SUITE 150

(Street)

MOUNTAIN VIEW

94041

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Livongo Health, Inc. [ LVGO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/30/2020		D		73,294⁽¹⁾	D	⁽²⁾⁽³⁾⁽⁴⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$0.8	10/30/2020		D			105,572	⁽⁵⁾	12/10/2025	Common Stock	105,572	⁽⁴⁾⁽⁶⁾	0	D
Employee Stock Option (right to buy)	$0.8	10/30/2020		D			50,000	⁽⁵⁾	02/17/2026	Common Stock	50,000	⁽⁴⁾⁽⁶⁾	0	D
Employee Stock Option (right to buy)	$1.38	10/30/2020		D			125,000	⁽⁷⁾	11/15/2026	Common Stock	125,000	⁽⁴⁾⁽⁶⁾	0	D
Employee Stock Option (right to buy)	$1.88	10/30/2020		D			120,000	⁽⁸⁾	12/03/2027	Common Stock	120,000	⁽⁴⁾⁽⁶⁾	0	D
Employee Stock Option (right to buy)	$3.62	10/30/2020		D			100,000	⁽⁹⁾	06/18/2028	Common Stock	100,000	⁽⁴⁾⁽⁶⁾	0	D

Explanation of Responses:

1. Includes 21,537 restricted stock units ("RSUs").

2. 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).

3. 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).

4. 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.

5. Shares subject to the option are fully vested and immediately exercisable.

6. 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).

7. One-fourth of the shares subject to the option vested on November 16, 2017 and 1/48 of the shares vest monthly thereafter.

8. One-fourth of the shares subject to the option vested on December 4, 2018 and 1/48 of the shares vest monthly thereafter.

9. One-fourth of the shares subject to the option vested on June 19, 2019 and 1/48 of the shares vest monthly thereafter.

Remarks:

	/s/ Jonathan Dorfman, by power of attorney	10/30/2020
	** 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).
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