Sec Form 4 Filing - Verstraete Stephany @ Teladoc Health, Inc. - 2021-03-01

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 Verstraete Stephany 2. Issuer Name and Ticker or Trading Symbol Teladoc Health, Inc. [ TDOC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Marketing Officer (Last) (First) (Middle) C/O TELADOC HEALTH, INC., 2 MANHATTANVILLE ROAD, SUITE 203 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2021 (Street) PURCHASE, NY10577 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 03/01/2021 M 3,169 A 16,445 D Common Stock 03/01/2021 M 6,031 ( 2 ) A $ 22.3 22,476 D Common Stock 03/01/2021 M 969 ( 2 ) A $ 38.55 23,445 D Common Stock 03/01/2021 S 7,000 ( 2 ) D $ 227 16,445 D Common Stock 03/02/2021 S 1,547 ( 3 ) D $ 224.282 14,898 D Common Stock 03/02/2021 M 1,807 A 16,705 D Common Stock 03/02/2021 M 3,072 A 19,777 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 Restricted Stock Units ( 1 ) 03/01/2021 M 3,169 ( 5 ) ( 5 ) Common Stock 3,169 $ 0 0 D Employee Stock Option (right to buy) $ 22.3 03/01/2021 M 6,031 ( 2 ) ( 6 ) 03/03/2027 Common Stock 6,031 $ 0 6,569 D Employee Stock Option (right to buy) $ 38.55 03/01/2021 M 969 ( 2 ) ( 7 ) 03/01/2028 Common Stock 969 $ 0 46,331 D Restricted Stock Units ( 1 ) 03/02/2021 M 1,807 ( 8 ) ( 8 ) Common Stock 1,807 $ 0 3,615 D Performance Stock Units ( 9 ) 03/02/2021 A 9,218 ( 10 ) ( 11 ) ( 11 ) Common Stock 9,218 $ 0 9,218 D Performance Stock Units ( 4 ) 03/02/2021 M 3,072 ( 12 ) ( 12 ) Common Stock 3,072 $ 0 6,146 D Restricted Stock Units ( 13 ) 03/02/2021 A 3,442 ( 14 ) ( 14 ) Common Stock 3,442 $ 0 3,442 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Verstraete Stephany C/O TELADOC HEALTH, INC. 2 MANHATTANVILLE ROAD, SUITE 203 PURCHASE, NY10577 Chief Marketing Officer Signatures /s/ Adam C. Vandervoort, attorney-in-fact 03/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units convert to shares of TDOC common stock on a one-for-one basis. ( 2 )This transaction was effected pursuant to a Rule 10b5-1 trading plan that was adopted by the reportin g person on May 4, 2020. ( 3 )Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's restricted stock unit awards. ( 4 )Performance stock units convert to shares of TDOC common stock on a one-for-one basis. ( 5 )On March 1, 2018, the reporting person was granted 9,507 restricted stock units, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date. ( 6 )The option vested as to 25% of the shares on March 3, 2018. The remainder of the shares vested in 36 equal monthly installments thereafter. ( 7 )The option vested as to 25% of the shares on March 1, 2019. The remainder of the shares vest in 36 equal monthly installments thereafter. ( 8 )On March 2, 2020, the reporting person was granted 5,422 restricted stock units, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date. ( 9 )Each performance stock unit represents a contingent right to receive one share of TDOC common stock. ( 10 )Performance award amount determined based on metrics in respect of the issuer's 2020 financial results. ( 11 )The performance stock units vest in three substantially equal annual installments beginning on March 2, 2021. ( 12 )On March 2, 2021, the reporting person earned 9,218 performance stock units, vesting in three substantially equal annual installments beginning on March 2, 2021. ( 13 )Each restricted stock unit represents a contingent right to receive one share of TDOC common stock. ( 14 )The restricted stock units vest in three substantially equal annual installments beginning on the first anniversary of the grant 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).

** 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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