Sec Form 4 Filing - HAMERSLAG STEVEN J @ LIMEADE, INC - 2023-08-09

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
HAMERSLAG STEVEN J
2. Issuer Name and Ticker or Trading Symbol
LIMEADE, INC [ NONE]
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)
10885 NE 4TH STREET, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
08/09/2023
(Street)
BELLEVUE, WA98004
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 08/09/2023 D( 1 ) 36,658,282 D 0 I ( 2 ) By TVC Capital II LP and TVC Capital Partners II LP
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
HAMERSLAG STEVEN J
10885 NE 4TH STREET, SUITE 400
BELLEVUE, WA98004
X X
Signatures
/s/ Paul Crick, Attorney-in-Fact 08/09/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 9, 2023 (the "Closing Date"), WebMD Health Corp, a Delaware corporation ("Buyer"), acquired the Company pursuant to a certain Agreement and Plan of Merger entered into by and among the Company, Buyer and Lotus Merger Sub, Inc. a Washington corporation and wholly owned subsidiary of Buyer ("Merger Sub"), dated as of June 8, 2023 (the "Merger Agreement"). In accordance with the Merger Agreement, the Company merged with and into Merger Sub, with the Company surviving such merger as a wholly owned subsidiary of Buyer (the "Merger").At the effective time of the Merger, each issued and outstanding share of the Company's common stock (other than certain excluded shares) automatically converted into the right to receive USD$0.284 in cash.
( 2 )As a Managing Partner of TVC Capital, which manages TVC Capital II LP, which manages TVC Capital Partners II LP, the reporting person may be deemed to share beneficial ownership of the securities held by TVC Capital II LP and TVC Capital Partners II LP (together, "TVC"). The reporting person disclaims any beneficial ownership of any securities of the issuer held by TVC, except to the extent of his ultimate pecuniary interest.

Remarks:
By virtue of the Merger Agreement, the reporting person has ceased being a Section 16 officer of the Company.

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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