Sec Form 4 Filing - Lightspeed Ultimate General Partner X, Ltd. @ Guardant Health, Inc. - 2018-10-09

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
Lightspeed Ultimate General Partner X, Ltd.
2. Issuer Name and Ticker or Trading Symbol
Guardant Health, Inc. [ GH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2200 SAND HILL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
10/09/2018
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 10/09/2018 C 58,458 A 58,458 I By Lightspeed Affiliates X, L.P. ( 2 )
COMMON STOCK 10/09/2018 C 1,169,163 A 1,169,163 I By Lightspeed Venture Partners X, L.P. ( 3 )
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
SERIES C PREFERRED STOCK ( 1 ) 10/09/2018 C 58,458 ( 1 ) ( 1 ) COMMON STOCK 58,458 ( 1 ) 0 I By Lightspeed Affiliates X, L.P. ( 2 )
SERIES C PREFERRED STOCK ( 1 ) 10/09/2018 C 1,169,163 ( 1 ) ( 1 ) COMMON STOCK 1,169,163 ( 1 ) 0 I By Lightspeed Venture Partners X, L.P. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lightspeed Ultimate General Partner X, Ltd.
2200 SAND HILL ROAD
MENLO PARK, CA94025
X
Lightspeed Affiliates X, L.P.
2200 SAND HILL ROAD
MENLO PARK, CA94025
X
Lightspeed Venture Partners X, L.P.
2200 SAND HILL ROAD
MENLO PARK, CA94025
X
Lightspeed General Partner X, L.P.
2200 SAND HILL ROAD
MENLO PARK, CA94025
X
Eggers Barry
2200 SAND HILL ROAD
MENLO PARK, CA94025
X
Liew Jeremy
2200 SAND HILL ROAD
MENLO PARK, CA94025
X
Mhatre Ravi
2200 SAND HILL ROAD
MENLO PARK, CA94025
X
Nieh Peter
2200 SAND HILL ROAD
MENLO PARK, CA94025
X
SCHAEPE CHRISTOPHER J
2200 SAND HILL ROAD
MENLO PARK, CA94025
X
Signatures
Lightspeed Ultimate General Partner X, Ltd., /s/ Christopher J. Schaepe, Duly authorized signatory 10/11/2018
Signature of Reporting Person Date
Lightspeed Affiliates X, L.P., by Lightspeed General Partner X, L.P., its general partner, by Lightspeed Ultimate General Partner X, Ltd., its general partner, /s/ Christopher J. Schaepe, Duly authorized signatory 10/11/2018
Signature of Reporting Person Date
Lightspeed Venture Partners X, L.P., by Lightspeed General Partner X, L.P., its general partner, by Lightspeed Ultimate General Partner X, Ltd., its general partner, /s/ Christopher J. Schaepe, Duly authorized signatory 10/11/2018
Signature of Reporting Person Date
Lightspeed General Partner X, L.P., by Lightspeed Ultimate General Partner X, Ltd., its general partner, /s/ Christopher J. Schaepe, Duly authorized signatory 10/11/2018
Signature of Reporting Person Date
/s/ Barry Eggers 10/11/2018
Signature of Reporting Person Date
/s/ Jeremy Liew 10/11/2018
Signature of Reporting Person Date
/s/ Ravi Mhatre 10/11/2018
Signature of Reporting Person Date
/s/ Peter Nieh 10/11/2018
Signature of Reporting Person Date
/s/ Christopher J. Schaepe 10/11/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the consummation of the Issuer's initial public offering, and have no expiration date.
( 2 )The shares are directly held by Lightspeed Affiliates X, L.P. Lightspeed Ultimate General Partner X, Ltd. ("LUGP X") is the sole general partner of Lightspeed General Partner X, L.P., which is the sole general partner of Lightspeed Affiliates X, L.P. Barry Eggers, Jeremy Liew, Ravi Mhatre, Peter Nieh and Christopher J. Schaepe are the directors of LUGP X and share voting and dispositive power with respect to the shares held by Lightspeed Affiliates X. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 3 )The shares are directly held by Lightspeed Venture Partners X, L.P. Lightspeed Ultimate General Partner X, Ltd. is the sole general partner of Lightspeed General Partner X, L.P., which is the sole general partner of Lightspeed Venture Partners X, L.P. Barry Eggers, Jeremy Liew, Ravi Mhatre, Peter Nieh and Christopher J. Schaepe are the directors of LUGP X and share voting and dispositive power with respect to the shares held by Lightspeed Venture Partners X, L.P. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

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