FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ROTHBERG JONATHAN M
  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)
(Last)
(First)
(Middle)
C/O BUTTERFLY NETWORK, INC., 1600 DISTRICT AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2024
(Street)

BURLINGTON, MA 01803
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 06/10/2024   A   157,894 (1) A $ 0 2,799,818 D  
Class A Common Stock               1,240,509 I By NVR TR, LLC (2)
Class A Common Stock               1,240,509 I By JNR TR, LLC (2)
Class A Common Stock               1,240,509 I By JAR TR, LLC (2)
Class A Common Stock               1,240,509 I By GBR TR, LLC (2)
Class A Common Stock               1,240,509 I By EJR TR, LLC (2)
Class A Common Stock               726,696 I By Bonnie E Gould Rothberg MD (2)
Class A Common Stock               952,277 I By 1997 JMR Trust Common, LLC (2)
Class B Common Stock               9,716,596 I By 4C Holdings I, LLC (2)
Class B Common Stock               2,621,701 I By 4C Holdings II, LLC (2)
Class B Common Stock               2,621,701 I By 4C Holdings III, LLC (2)
Class B Common Stock               2,621,701 I By 4C Holdings IV, LLC (2)
Class B Common Stock               8,845,238 I By 4C Holdings V, LLC (2)

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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ROTHBERG JONATHAN M
C/O BUTTERFLY NETWORK, INC.
1600 DISTRICT AVENUE
BURLINGTON, MA 01803
  X   X    

Signatures

 /s / Michael Fantozzi, Attorney-in-Fact for Jonathan M. Rothberg, Ph.D.   06/12/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Consists of restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Class A common stock upon vesting. The RSUs were issued to the Reporting Person as the annual grant to nonemployee directors pursuant to the Issuer's Amended and Restated Nonemployee Director Compensation Policy for services to be rendered to the Issuer as a member of its Board of Directors. The RSUs vest in full on the date of the Issuer's 2025 Annual Stockholders Meeting, subject to the Reporting Person's continued service on the Board of Directors on such date.
(2) Dr. Rothberg is the Manager of 1997 JMR Trust Common, LLC, 4C Holdings I, LLC, 4C Holdings II, LLC, 4C Holdings III, LLC, 4C Holdings IV, LLC, 4C Holdings V, LLC, NVR TR, LLC, JNR TR, LLC, JAR TR, LLC, GBR TR, LLC and EJR TR, LLC, and is the spouse of Bonnie E Gould Rothberg MD. Dr. Rothberg disclaims beneficial ownership of the securities held by these persons and entities except to the extent of his pecuniary interest therein.

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