Sec Form 3 Filing - TULLMAN GLEN @ Livongo Health, Inc. - 2019-07-24

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
TULLMAN GLEN
2. Issuer Name and Ticker or Trading Symbol
Livongo Health, Inc. [ LVGO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
C/O LIVONGO HEALTH, INC., 150 WEST EVELYN AVENUE, SUITE 150
3. Date of Earliest Transaction (MM/DD/YY)
07/24/2019
(Street)
MOUNTAIN VIEW, CA94041
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 799,163 D
Common Stock 414,808 I See footnote ( 1 )
Common Stock 3,373,987 I See footnote ( 2 )
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 Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 3,506 I See footnote ( 1 )
Series C Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 2,104 I See footnote ( 1 )
Series C Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 285,131 I See footnote ( 5 )
Series D Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 250,800 I See footnote ( 1 )
Series D Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 361,718 I See footnote ( 7 )
Series E Convertible Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock 488,683 I See footnote ( 1 )
Series E Convertible Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock 400,528 I See footnote ( 9 )
Series E Convertible Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock 60,000 I See footnote ( 10 )
Employee Stock Option (right to buy) $ 0.74 ( 11 ) 02/12/2024 Common Stock 940,050 D
Employee Stock Option (right to buy) $ 0.36 ( 11 ) 06/01/2024 Common Stock 119,904 D
Employee Stock Option (right to buy) $ 0.8 ( 11 ) 03/09/2025 Common Stock 969,169 D
Employee Stock Option (right to buy) $ 1.88 ( 12 ) 04/30/2027 Common Stock 1,294,722 D
Employee Stock Option (right to buy) $ 3.62 ( 13 ) 01/16/2028 Common Stock 1,040,360 D
Employee Stock Option (right to buy) $ 3.62 ( 14 ) 06/18/2028 Common Stock 166,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TULLMAN GLEN
C/O LIVONGO HEALTH, INC.
150 WEST EVELYN AVENUE, SUITE 150
MOUNTAIN VIEW, CA94041
X X Executive Chairman
Signatures
/s/ Erica Palsis, by power of attorney 07/24/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are held of record by 7Wire Ventures Fund, L.P., or 7Wire LP. The reporting person serves as a Manager of 7Wire Management, LLC, or 7Wire Management, the Manager of 7Wire LP. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
( 2 )The shares are held of record by 7Wire Ventures LLC-Series EosHealth. The reporting person serves as a Manager of 7Wire Management, the Manager of 7Wire Ventures LLC-Series EosHealth. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
( 3 )Each share of Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.
( 4 )Each share of Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.
( 5 )The shares are held of record by 7Wire Ventures LLC - Series Livongo C. The reporting person serves as a Manager of 7Wire Management, the Manager of 7Wire Ventures LLC - Series Livongo C. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
( 6 )Each share of Series D Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.
( 7 )The shares are held of record by 7Wire Ventures LLC - Series Livongo D. The reporting person serves as a Manager of 7Wire Management, the Manager of 7Wire Ventures LLC - Series Livongo D. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
( 8 )Each share of Series E Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.
( 9 )The shares are held of record by 7Wire Ventures LLC - Series Livongo E. The reporting person serves as a Manager of 7Wire Management, the Manager of 7Wire Ventures LLC - Series Livongo E. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
( 10 )The shares are held of record by 7Wire Ventures Wanxiang Strategic Fund I, LLC, or 7Wire Wanxiang. The reporting person serves as a Manager of 7Wire Management, the Manager of 7Wire Wanxiang. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
( 11 )Shares subject to the option are fully vested and immediately exercisable.
( 12 )One-fourth of the shares subject to the option vested on May 1, 2018 and 1/48 of the shares vest monthly thereafter.
( 13 )One-fourth of the shares subject to the option vested on January 17, 2019 and 1/48 of the shares vest monthly thereafter.
( 14 )One-fourth of the shares subject to the option vested on June 19, 2019 and 1/48 of the shares vest monthly thereafter.

Remarks:
Exhibit 24 - Power of Attorney

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