Sec Form 4 Filing - ROBBINS LARRY @ Butterfly Network, Inc. - 2022-03-11

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
ROBBINS LARRY
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
767 FIFTH AVENUE, 44TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/11/2022
(Street)
NEW YORK, NY10153
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
Class A Common Stock 03/11/2022 J( 1 ) 3,159,563 D $ 0 7,115,437 I See footnotes( 2 )( 4 )
Class A Common Stock 4,964,751 I See footnote( 3 )( 4 )
Class A Common Stock 13,157( 5 ) 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 (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
Warrants to purchase Class A Common Stock $ 11.5 03/11/2022 J( 6 ) 2,107,400 ( 7 ) ( 7 ) Class A Common Stock 2,107,400 $ 0 4,745,933 I See footnotes( 2 )( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROBBINS LARRY
767 FIFTH AVENUE
44TH FLOOR
NEW YORK, NY10153
X
Signatures
/s/ Larry Robbins 03/11/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Longview Investors LLC ("Longview") distributed in kind these shares of the Issuer's Common Stock, par value $0.0001 per share (the "Shares") to certain of its members on a pro rata basis based on their ownership interest in Longview, for no consideration.
( 2 )Longview, or its affiliates, is the record holder of these securities. Mr. Robbins is the managing member of Longview. Mr. Robbins shares voting and dispositive power over the securities held by Longview and may be deemed to beneficially own such securities.
( 3 )Glenview Capital Partners, L.P., Glenview Institutional Partners, L.P., Glenview Capital Master Fund, Ltd., Glenview Capital Opportunity Fund, L.P., Glenview Offshore Opportunity Master Fund, Ltd. and Glenview Healthcare Master Fund, L.P. (the "Glenview Investment Funds") are the record holders of these Shares. Mr. Robbins is the Founder, Portfolio Manager and CEO of Glenview Capital Management, LLC, which serves as investment manager to each of the Glenview Investment Funds. Mr. Robbins shares voting and dispositive power over the shares held by the Glenview Investment Funds and may be deemed to beneficially own such shares.
( 4 )Mr. Robbins disclaims beneficial ownership over any securities owned by Longview and the Glenview Investment Funds other than to the extent of any pecuniary interest he may have therein.
( 5 )Consists of restricted stock units ("RSUs"). Each RSU represents the right to receive one Share upon vesting. The RSUs vest in equal annual installments over three years beginning on February 16, 2022, subject to Mr. Robbins' continued service through the applicable vesting date.
( 6 )Longview distributed in kind these Warrants (as defined in footnote 7) to certain of its members on a pro rata basis based on their ownership interest in Longview, for no consideration.
( 7 )Each warrant entitles the holder, upon exercise, to purchase one Share at a price of $11.50 per Share (the "Warrants"). These Warrants became exercisable beginning May 26, 2021 and expire on February 12, 2026.

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