Sec Form 4 Filing - SC US (TTGP), LTD. @ Health Catalyst, Inc. - 2020-01-27

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
SC US (TTGP), LTD.
2. Issuer Name and Ticker or Trading Symbol
Health Catalyst, Inc. [ HCAT]
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)
2800 SAND HILL ROAD, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
01/27/2020
(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 01/27/2020 J( 1 ) 18,364 D $ 0 165,274 I Sequoia Capital USGF Principals Fund IV, L.P. ( 2 )
Common Stock 01/27/2020 J( 1 ) 443,151 D $ 0 3,988,362 I Sequoia Capital U.S. Growth Fund IV, L.P. ( 2 )
Common Stock 01/27/2020 J( 1 ) 156,323 D $ 0 1,317,745 I SC US GF V Holdings, Ltd. ( 3 )
Common Stock 89,162 I Sequoia Capital U.S. Growth Fund V, 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 Beneficia lly 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SC US (TTGP), LTD.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SCGF V Management, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SCGF IV MANAGEMENT LP
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SC US GF V Holdings, Ltd.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL US GROWTH FUND IV LP
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL USGF PRINCIPALS FUND IV LP
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Signatures
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd. 01/29/2020
Signature of Reporting Person Date
/s/ Jung Yeon Son, by Power of Attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., General Partner of SCGF V Management, L.P. 01/29/2020
Signature of Reporting Person Date
/s/ Jung Yeon Son, by Power of Attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., General Partner of SCGF IV Management, L.P. 01/29/2020
Signature of Reporting Person Date
/s/ Jung Yeon Son, by Power of Attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., General Partner of SCGF V Management, L.P., General Partner of each of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. 01/29/2020
Signature of Reporting Person Date
See Remarks 01/29/2020
Signature of Reporting Person Date
/s/ Jung Yeon Son, by Power of Attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., General Partner of SCGF IV Management, L.P., General Partner of Sequoia Capital U.S. Growth Fund IV, LP. and Sequoia Capital USGF Principals Fund IV, LP. 01/29/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro rata distribution of Common Stock of the Issuer to partners or members for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members.
( 2 )SC US (TTGP), Ltd. is the general partner of SCGF IV Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund IV, LP and Sequoia Capital USGF Principals Fund IV, LP (collectively, the "SC USGF IV Funds"). As a result, SC US (TTGP), Ltd. and SCGF IV Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC USGF IV Funds. Each of SC US (TTGP), Ltd. and SCGF IV Management, L.P. disclaims beneficial ownership of the shares held by the SC USGF IV Funds, except to the extent of 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 )SC US (TTGP), Ltd. is the general partner of SCGF V Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund V, LP ("SC USGF V") and Sequoia Capital USGF Principals Fund V, L.P. (together, the "SC USGF V Funds"), which together own 100% of the outstanding shares of SC US GF V Holdings, Ltd ("SC USGF V Holdco"). As a result, SC US (TTGP), Ltd. and SCGF V Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC USGF V Funds and SC USGF V Holdco. Each of SC US (TTGP), Ltd. and SCGF V Management, L.P. disclaims beneficial ownership of the shares held by the SC USGF V Funds and SC USGF V Holdco, except to the extent of 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.

Remarks:
/s/ Jung Yeon Son, by Power of Attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., General Partner of SCGF V Management, L.P., General Partner of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P., which together own 100% of SC US GF V Holdings, Ltd.

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