Sec Form 4 Filing - ROOT JONATHAN D @ Omada Health, Inc. - 2025-06-05

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
ROOT JONATHAN D
2. Issuer Name and Ticker or Trading Symbol
Omada Health, Inc. [ OMDA]
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)
C/O OMADA HEALTH, INC., 500 SANSOME STREET, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2025
(Street)
SAN FRANCISCO, CA94111
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 06/05/2025 A 9,736 ( 1 ) A $ 0 9,736 D
Common Stock 06/09/2025 C 4,539,436 A 4,571,769 I See footnotes ( 3 ) ( 5 )
Common Stock 06/09/2025 C 145,223 A 146,257 I See footnotes ( 4 ) ( 5 )
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 A Preferred Stock ( 2 ) 06/09/2025 C 1,813,927 ( 2 ) ( 2 ) Common Stock 1,813,927 ( 2 ) 0 I See footnotes ( 3 ) ( 5 )
Series B Preferred Stock ( 2 ) 06/09/2025 C 1,775,025 ( 2 ) ( 2 ) Common Stock 1,775,025 ( 2 ) 0 I See footnotes ( 3 ) ( 5 )
Series C Preferred Stock ( 2 ) 06/09/2025 C 357,402 ( 2 ) ( 2 ) Common Stock 357,402 ( 2 ) 0 I See footnotes ( 3 ) ( 5 )
Series C-1 Preferred Stock ( 2 ) 06/09/2025 C 258,931 ( 2 ) ( 2 ) Common Stock 258,931 ( 2 ) 0 I See footnotes ( 3 ) ( 5 )
Series D Preferred Stock ( 2 ) 06/09/2025 C 334,151 ( 2 ) ( 2 ) Common Stock 334,151 ( 2 ) 0 I See footnotes ( 3 ) ( 5 )
Series A Preferred Stock ( 2 ) 06/09/2025 C 58,030 ( 2 ) ( 2 ) Common Stock 58,030 ( 2 ) 0 I See footnotes ( 4 ) ( 5 )
Series B Preferred Stock ( 2 ) 06/09/2025 C 56,786 ( 2 ) ( 2 ) Common Stock 56,786 ( 2 ) 0 I See footnotes ( 4 ) ( 5 )
Series C Preferred Stock ( 2 ) 06/09/2025 C 11,434 ( 2 ) ( 2 ) Common Stock 11,434 ( 2 ) 0 I See footnotes ( 4 ) ( 5 )
Series C-1 Preferred Stock ( 2 ) 06/09/2025 C 8,283 ( 2 ) ( 2 ) Common Stock 8,283 ( 2 ) 0 I See footnotes ( 4 ) ( 5 )
Series D Preferred Stock ( 2 ) 06/09/2025 C 10,690 ( 2 ) ( 2 ) Common Stock 10,690 ( 2 ) 0 I See footnotes ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROOT JONATHAN D
C/O OMADA HEALTH, INC.
500 SANSOME STREET, SUITE 200
SAN FRANCISCO, CA94111
X
Signatures
/s/ Nathan Salha, as Attorney-in-Fact for Jonathan D. Root 06/09/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. 100% of the RSUs will fully vest on the first anniversary of June 5, 2025.
( 2 )Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock and Series D Preferred Stock automatically converted into approximately 0.33333 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted basis and have no expiration date.
( 3 )Shares held by U.S. Venture Partners X, L.P.
( 4 )Shares held by USVP X Affiliates, L.P.
( 5 )Presidio Management Group X, L.L.C. ("PMG X"), the general partner of U.S. Venture Partners X, L.P. and USVP X Affiliates, L.P. (together, the "USVP X Funds"), has sole voting and dispositive power with respect to the shares held by the USVP X Funds. The Reporting Person is a managing member of PMG X, and may be deemed to share voting and dispositive power over the shares held by the USVP X Funds. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

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