Sec Form 3 Filing - CHENAULT KENNETH I @ Livongo Health, Inc. - 2019-07-24

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 CHENAULT KENNETH I 2. Issuer Name and Ticker or Trading Symbol Livongo Health, Inc. [ LVGO] 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) 20 UNIVERSITY ROAD, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/24/2019 (Street) CAMBRIDGE, MA02138 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 3,156,387 I See footnote ( 1 )

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 ( 2 ) ( 2 ) ( 2 ) Common Stock 9,271,910 I See footnote ( 1 ) Series B Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 446,747 I See footnote ( 1 ) Series C Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 1,125,517 I See footnote ( 1 ) Series D Convertible Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 2,242,655 I See footnote ( 1 ) Series E Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 964,227 I See footnote ( 7 ) Series E Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 2,892,681 I See footnote ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CHENAULT KENNETH I 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X Cutler Joel E 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X Fialkow David P 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X Signatures /s/ Christopher McCain, attorney-in-fact for Kenneth Chenault 07/24/2019 Signature of Reporting Person Date /s/ Christopher McCain, attorney-in-fact for Joel Cutler 07/24/2019 Signature of Reporting Person Date /s/ Christopher McCain, attorney-in-fact for David Fialkow 07/24/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held of record by General Catalyst Group VI, L.P., or GC Group VI LP. General Catalyst GP VI, LLC, or GP VI LLC, is the general partner of General Catalyst Partners VI, L.P., or GP VI LP, which is the general partner of GC Group VI LP. General Catalyst Group Management Holdings, L.P., or GCGMH, is the manager of General Catalyst Group Management, LLC, or GCGM, which is the manager of GP VI LLC. As the Managing Members of General Catalyst Group Management Holdings GP, LLC, or GCGMH LLC, the general partner of GCGMH, Kenneth Chenault, Joel Cutler, David Fialkow and Hement Taneja, a director of the Issuer, share voting and investment power with respect to the shares held by GC Group VI LP. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's pecuniary interest in such securities). ( 2 )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. ( 3 )Each share of Series B 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 )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. ( 6 )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. ( 7 )The shares are held of record by General Catalyst Group VIII, L.P., or GC Group VIII LP. General Catalyst GP VIII, LLC, or GP VIII LLC, is the general partner of General Catalyst Partners VIII, L.P., or GP VIII LP, which is the general partner of GC Group VIII LP. GCGMH is the manager of GCGM, which is the manager of GP VIII LLC. As the Managing Members of GCGMH LLC, the general partner of GCGMH, Messrs. Chenault, Cutler, Fialkow and Taneja share voting and investment power with respect to the shares held by GC Group VIII LP. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's pecuniary interest in such securities). ( 8 )The shares are held of record by General Catalyst Group VIII Supplemental, L.P., or GC Group VIII Supplemental. GP VIII LLC is the general partner of GP VIII LP, which is the general partner of GC Group VIII Supplemental. GCGMH is the manager of GCGM, which is the manager of GP VIII LLC. As the Managing Members of GCGMH LLC, the general partner of GCGMH, Messrs. Chenault, Cutler, Fialkow and Taneja share voting and investment power with respect to the shares held by GC Group VIII Supplemental. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's pecuniary interest in such securities).

Remarks: This report is one of two reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with General Catalyst and their applicable members.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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