Sec Form 4 Filing - General Catalyst Group Management Holdings GP, LLC @ Livongo Health, Inc. - 2020-06-24

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 General Catalyst Group Management Holdings GP, LLC 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) 06/24/2020 (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 06/24/2020 J( 1 ) 3,907 A 971,064 I See footnote ( 3 ) Common Stock 2,892,681 I See footnote ( 4 ) Common Stock 2,678,571 I See footnote ( 5 ) Common Stock 13,943,216 I See footnote ( 6 )

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 General Catalyst Group Management Holdings GP, LLC 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst GP VIII, LLC 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst Partners VIII, L.P. 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst Group VIII, L.P. 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst Group VIII Supplemental, L.P. 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst GP VI, LLC 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst Partners VI, L.P. 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst Group VI, L.P. 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst Group Management, LLC 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst Group Management Holdings, L.P. 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X Signatures General Catalyst Group Management Holdings GP, LLC; By: /s/ Christopher McCain, Chief Legal Officer 06/26/2020 Signature of Reporting Person Date General Catalyst Group Management Holdings, L.P.; By General Catalyst Group Management Holdings GP, LLC; its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 06/26/2020 Signature of Reporting Person Date General Catalyst Group Management, LLC; By: General Catalyst Group Management Holdings, L.P.; its Manager; By: General Catalyst Group Management Holdings GP, LLC; its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 06/26/2020 Signature of Reporting Person Date General Catalyst GP VIII, LLC; By: General Catalyst Group Management, LLC, its Manager; By: General Catalyst Group Management Holdings, L.P.; its Manager; By: its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 06/26/2020 Signature of Reporting Person Date General Catalyst Partners VIII, L.P.; By: General Catalyst GP VIII, LLC its General Partner; By: General Catalyst Group Management, LLC; its Manager; By: its Manager; By: its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 06/26/2020 Signature of Reporting Person Date General Catalyst Group VIII, L.P.; By: General Catalyst Partners VIII, L.P., its General Partner; By: its General Partner; By: its Manager; By: its Manager; By: its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 06/26/2020 Signature of Reporting Person Date General Catalyst Group VIII Supplemental; By: General Catalyst Partners VIII, L.P., its General Partner; By: its General Partner; By: its Manager; By: its Manager; By: its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 06/26/2020 Signature of Reporting Person Date General Catalyst GP VI, LLC; By: General Catalyst Group Management, LLC, its Manager; By: General Catalyst Group Management Holdings, L.P.; its Manager; By: its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 06/26/2020 Signature of Reporting Person Date General Catalyst Partners VI, L.P.; By: General Catalyst GP VI, LLC its general partner; By: General Catalyst Group Management, LLC; its Manager; By: its Manager; By: its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 06/26/2020 Signature of Reporting Person Date General Catalyst Group VI, L.P.; By: General Catalyst VI, LLC, its general partner; By: General Catalyst GP VI, L.P.; By: its Manager; By: its Manager; By: its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 06/26/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 24, 2020, shares of Common Stock of the Issuer held by 7wire Ventures Fund, L.P., were distributed to its underlying members. As part of such distribution, 7wire Investment Holdings, Ltd., which is wholly owned by General Catalyst Group VIII, L.P., received 3,907 shares of the Issuer's Common Stock. ( 2 )Pro rata distribution from a limited partnership of which the reporting person was a non-managing member. ( 3 )6,837 shares are held by 7wire Investment Holdings, Ltd. and the balance are held 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. General Catalyst Group Management, LLC, or GCGM, is the manager of GP VIII LLC. General Catalyst Group Management Holdings, L.P., or GCGMH, is the manager of GCGM. As the Managing Members of General Catalyst Group Management Holdings GP, LLC, the general partner of GCGMH, Kenneth Chenault, Joel Cutler, David Fialkow and Hemant Taneja, a director of the Issuer, share voting and investment power with respect to shares held by 7wire Investment Holdings, Ltd. and GC Group VIII LP. Each reporting person and entity disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities. ( 4 )The shares are held by G eneral 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 General Catalyst Group Management Holdings GP, LLC, or GCGMH LLC, the general partner of GCGMH, Messrs. Chenault, Cutler, Fialkow and Taneja share voting and investment power with respect to shares held by GC Group VIII Supplemental. Each reporting person and entity disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities. ( 5 )The shares are held by GC Venture LH, LLC. GCGMH is the manager of GCGM, which is the manager of GC Venture LH Manager, LLC, which is the manager of GC Venture LH, LLC. GCGM may also be a member of GC Venture LH with a pecuniary interest in the reported securities. 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 shares held by GC Venture LH, LLC. GCGM Investment Holdings, L.P. is a non managing member of GC Venture LH Manager with a pecuniary interest in the reported securities. GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings with a pecuniary interest in the reported securities. Each reporting person and entity disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities. ( 6 )The shares are held 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. GCGMH is the manager GCGM, which is the manager of GP VI LLC. As the Managing Members of GCGMH LLC, the general partner of GCGMH, Messrs. Chenault, Cutler, Fialkow and Taneja, a director of the Issuer, share voting and investment power with respect to shares held by GC Group VI LP. GCGM Investment Holdings is a limited partner of GC Group VI LP with a pecuniary interest in the reported securities. GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings with a pecuniary interest in the reported securities. Each reporting person and entity 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 4, 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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