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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Cashman Steve C/O BUTTERFLY NETWORK, INC. 1600 DISTRICT AVENUE BURLINGTON, MA 01803 |
Chief Business Officer | |||
| /s/ Nick Caezza, Attorney-in-Fact | 09/05/2024 | |
| **Signature of Reporting Person | Date |
| * | 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 ("Common Stock") upon vesting. One-third of the RSUs underlying this grant vest on September 3, 2025, and the remainder shall vest on a pro rata annual basis over the next two years, subject to the Reporting Person's continued service through the applicable vesting date. |
| (2) | Consists of performance-based RSUs. The RSUs underlying this grant shall vest as follows: (i) one-third shall vest upon the achievement of a price for the Common Stock equal to or exceeding $2.00 per share, (ii) one-third shall vest upon the achievement of a price for the Common Stock equal to or exceeding $3.00 per share and (iii) one-third shall vest upon the achievement of a price for the Common Stock equal to or exceeding $4.00 per share. In each case, the closing stock price for 20 consecutive trading days must equal or exceed the share price targets, provided such share price is achieved prior to September 3, 2029, subject to the Reporting Person's continued service through the applicable vesting date. |