Sec Form 3 Filing - Revelation Alpine, LLC @ Omada Health, Inc. - 2025-06-05

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Revelation Alpine, LLC
2. Issuer Name and Ticker or Trading Symbol
Omada Health, Inc. [ OMDA]
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)
300 TURNEY STREET, 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2025
(Street)
SAUSALITO, CA94965
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 23,664 ( 1 ) I See footnotes ( 2 ) ( 6 ) ( 7 )
Common Stock 346,665 ( 1 ) I See footnotes ( 3 ) ( 6 ) ( 7 )
Common Stock 656,041 ( 1 ) I See footnotes ( 4 ) ( 6 ) ( 7 )
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 ( 8 ) ( 8 ) ( 8 ) Common Stock 158,072 I See footnotes ( 2 ) ( 6 ) ( 7 )
Series C-1 Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock 44,535 I See footnotes ( 2 ) ( 6 ) ( 7 )
Series E Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock 266,615 I See footnotes ( 2 ) ( 6 ) ( 7 )
Series E Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock 456,184 I See footnotes ( 3 ) ( 6 ) ( 7 )
Series D Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock 2,161,265 I See footnotes ( 4 ) ( 6 ) ( 7 )
Series E Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock 278,000 I See footnotes ( 4 ) ( 6 ) ( 7 )
Series D Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock 816,993 I See footnotes ( 5 ) ( 6 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Revelation Alpine, LLC
300 TURNEY STREET, 2ND FLOOR
SAUSALITO, CA94965
X
Boggs Michael Huff
300 TURNEY STREET, 2ND FLOOR
SAUSALITO, CA94965
X
HALSTED SCOTT S
300 TURNEY STREET, 2ND FLOOR
SAUSALITO, CA94965
X
Signatures
REVELATION ALPINE, LLC, By: /s/ Michael Boggs, Managing Member of Manager 06/05/2025
Signature of Reporting Person Date
/s/ Michael Boggs 06/05/2025
Signature of Reporting Person Date
/s/ Scott S. Halsted 06/05/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects a 1-for-3 reverse stock split of the Issuer's outstanding common stock effected on May 27, 2025.
( 2 )Shares held by Revelation Alpine, LLC.
( 3 )Shares held by Revelation Healthcare Fund II, L.P.
( 4 )Shares held by Revelation Healthcare Fund IV, L.P.
( 5 )Shares held by Revelation Alpine, L.P.
( 6 )Revelation Healthcare Fund II GP, LLC is the general partner of Revelation Healthcare Fund II GP, L.P., which is the general partner of Revelation Healthcare Fund II, L.P. Revelation Alpine GP, LLC is the general partner of Revelation Alpine, L.P. and the manager of Revelation Alpine, LLC. Revelation Healthcare Fund IV GP, LLC is the general partner of Revelation Healthcare Fund IV GP, L.P., which is the general partner of Revelation Healthcare Fund IV, L.P. Scott Halsted and Michael Boggs are the managing members of Revelation Healthcare Fund II GP, LLC, Revelation Alpine GP, LLC, and Revelation Healthcare Fund IV GP, LLC and in such capacity make investment and voting decisions on behalf of Revelation Alpine, LLC, Revelation Healthcare Fund II, L.P., Revelation Healthcare Fund IV, L.P. and Revelation Alpine, L.P.
( 7 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act or for any other purpose.
( 8 )Each share of Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock and Series E Preferred Stock is convertible into approximately 0.33333 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering after giving effect to the 1-for-3 reverse split of the Issuer's common stock effected on May 27, 2025. These shares are reported in Table II above on an as-converted basis and have no expiration date.

Remarks:
Form 2 of 2: This Form 3 is the second of two Forms 3 being filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer Revelation Alpine, LLC.

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).
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