Sec Form 4 Filing - HAQUE PROMOD @ Health Catalyst, Inc. - 2020-07-15

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
HAQUE PROMOD
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)
525 UNIVERSITY AVENUE, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
07/15/2020
(Street)
PALO ALTO, CA94301
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 07/15/2020 J( 1 ) 599,361 D $ 0 ( 1 ) 1,753,386 ( 2 ) I By Limited Partnership ( 2 )
Common Stock 07/15/2020 J( 3 ) 600,000 D $ 0 ( 3 ) 1,752,090 I By Limited Partnership ( 4 )
Common Stock 3,557 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HAQUE PROMOD
525 UNIVERSITY AVENUE
SUITE 800
PALO ALTO, CA94301
X
Signatures
/s/ Matthew De Dominicis, Attorney-in-fact 07/17/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares were disposed of via a pro rata in-kind distribution of Issuer's stock from Norwest Venture Partners XI, LP ("NVP XI") to its limited partners.
( 2 )The NVP XI distribution resulted in a change in the form of beneficial ownership so that following the distribution (i) 677 shares were beneficially owned by Haque Revocable Trust UA DTD 05/07/2002, of which Promod Haque is a Trustee, and (ii) 618 shares were beneficially owned by Haque Family Partners II, of which Promod Haque is a partner. The remaining 1,752,091 shares are held of record by NVP XI. By virtue of his position as a Co-Chief Executive Officer of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XI, Mr. Haque may be deemed to share voting and dispositive power with respect to such securities. Mr. Haque disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
( 3 )Shares were disposed of via a pro rata in-kind distribution of Issuer's stock from Norwest Venture Partners XII, LP ("NVP XII") to its limited partners.
( 4 )The securities shown on Line 2 of Table I represent securities held of record by NVP XII. By virtue of his position as a Co-Chief Executive Officer of NVP Associates, the managing member of the general partner of NVP XII, Mr. Haque may be deemed to share voting and dispositive power with respect to such securities. Mr. Haque disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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