Sec Form 4 Filing - TULLMAN GLEN @ Livongo Health, Inc. - 2020-09-11

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 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 _____ 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) 09/11/2020 (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 05/05/2020 G V 19,941 D $ 0 927,862 D Common Stock 09/11/2020 J( 1 ) 12,080 A $ 0 12,080 I See footnote ( 2 ) Common Stock 10/29/2020 J( 3 ) 1,185,097 D $ 0 0 I See footnote ( 4 ) Common Stock 10/29/2020 J( 5 ) 109,748 D $ 0 0 I See footnote ( 6 ) Common Stock 10/29/2020 J( 7 ) 176,361 D $ 0 0 I See footnote ( 8 ) Common Stock 10/29/2020 J( 9 ) 195,277 D $ 0 0 I See footnote ( 10 ) Common Stock 10/29/2020 J( 11 ) 37,712 A $ 0 965,574 D Common Stock 10/30/2020 J( 12 ) 940,788 D $ 0 35,887 I See footnote ( 13 ) Common Stock 10/30/2020 J( 14 ) 27,105 A $ 0 992,679 D Common Stock 10/30/2020 J( 15 ) 173,041 A $ 0 185,121 I See footnote ( 2 ) Common Stock 10/30/2020 D 992,679 ( 16 ) D 0 D Common Stock 10/30/2020 D 35,887 D 0 I See footnote ( 13 ) Common Stock 10/30/2020 D 185,121 D 0 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 Employee Stock Option (right to buy) $ 0.74 10/30/2020 D 297,954 ( 20 ) 02/12/2024 Common Stock 297,954 ( 19 ) ( 21 ) 0 D Employee Stock Option (right to buy) $ 0.8 10/30/2020 D 969,169 ( 20 ) 03/09/2025 Common Stock 969,169 ( 19 ) ( 21 ) 0 D Employee Stock Option (right to buy) $ 1.88 10/30/2020 D 1,294,722 ( 22 ) 04/30/2027 Common Stock 1,294,722 ( 19 ) ( 21 ) 0 D Employee Stock Option (right to buy) $ 3.62 10/30/2020 D 1,040,360 ( 23 ) 01/16/2028 Common Stock 1,040,360 ( 19 ) ( 21 ) 0 D Employee Stock Option (right to buy) $ 3.62 10/30/2020 D 166,000 ( 24 ) 06/18/2028 Common Stock 166,000 ( 19 ) ( 21 ) 0 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 Executive Chairman Signatures /s/ Jonathan Dorfman, by power of attorney 10/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the receipt of shares pursuant to a pro rata in-kind distribution by 7wire Ventures Wanxiang Strategic Fund I, LP. ( 2 )The shares are held of record by 7wire Management I, LLC. The reporting person serves as a Manager of 7wire Management, LLC, or 7wire Management, the Manager of 7wire Management I, LLC. 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 )Represents a pro rata in-kind distribution by 7wire Ventures, LLC - Series EosHealth without consideration to its partners. ( 4 )The shares were 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. ( 5 )Represents a pro rata in-kind distribution by 7wire Ventures LLC - Series Livongo C without consideration to its partners. ( 6 )The shares were 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. ( 7 )Represents a pro rata in-kind distribution by 7wire Ventures LLC - Series Livongo D without consideration to its partners. ( 8 )The shares were 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. ( 9 )Represents a pro rata in-kind distribution by 7wire Ventures LLC - Series Livongo E without consideration to its partners. ( 10 )The shares were 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. ( 11 )Represents the receipt of shares pursuant to pro rata in-kind distributions by 7wire Ventures LLC - Series Livongo D and 7wire Ventures LLC - Series Livongo E. ( 12 )Represents a pro rata in-kind distribution by 7wire Ventures Fund, L.P. without consideration to its partners. ( 13 )The shares are held of record by 7wire Ventures Fund, L.P. The reporting person serves as a Manager of 7wire Management, the Manager of 7wire Ventures Fund, L.P. 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. ( 14 )Represents the receipt of shares pursuant to a pro rata in-kind distribution by 7wire Ventures Fund L.P. ( 15 )Represents the receipt of shares pursuant to pro rata in-kind distributions by 7wire Ventures Fund L.P. and 7wire Ventures Wanxiang Strategic Fund I, LP. ( 16 )Includes 77,652 restricted stock units ("RSUs"). ( 17 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 5, 2020, by and among the Issuer, Teladoc Health, Inc. ("Teladoc"), and Tempranillo Merger Sub, Inc., a wholly owned subsidiary of Teladoc, each share of the Issuer's common stock was converted into the right to receive 0.5920 of a share of Teladoc common stock and $4.24 in cash, without interest, together with cash in lieu of fractional shares (if any). ( 18 )Pursuant to the Merger Agreement, each outstanding RSU award of the Issuer was converted into a number of RSUs with respect to a number of shares of Teladoc common stock equal to the product of (i) the number of shares of the Issuer's common stock subject to such RSU award immediately prior to the effective time of the merger and (ii) the Equity Award Adjustment Ratio (as defined below) (rounded down to the nearest whole share of Teladoc common stock on an award-by-award basis), subject to the same terms and conditions as were applicable to such Issuer RSU immediately prior to the effective time of the merger (including applicable vesting conditions). ( 19 )The "Equity Award Adjustment Ratio" means the quotient determined by dividing (i) the volume weighted average closing price of the Issuer's common stock on the four trading days ending on October 29, 2020 by (ii) the volume weighted average closing price of Teladoc common stock on the four trading days beginning on October 29, 2020. ( 20 )Shares subject to the option are fully vested and immediately exercisable. ( 21 )Pursuant to the Merger Agreement, each outstanding stock option of the Issuer, whether vested or unvested, was converted into an option to purchase a number of shares of Teladoc common stock equal to the product of (i) the number of shares of the Issuer's common stock subject to such Issuer stock option immediately prior to the effective time of the merger and (ii) the Equity Award Adjustment Ratio (rounded down to the nearest whole share of Teladoc common stock on an award-by-award basis), with an exercise price equal to the quotient of (x) the exercise price of such Issuer stock option and (y) the Equity Award Adjustment Ratio (rounded up to the nearest whole cent), subject to the same terms and conditions as were applicable to such Issuer stock option immediately prior to the effective time of the merger (including applicable vesting conditions). ( 22 )One-fourth of the shares subject to the option vested on May 1, 2018 and 1/48 of the shares vest monthly thereafter. ( 23 )One-fourth of the shares subject to the option vested on January 17, 2019 and 1/48 of the shares vest monthly thereafter. ( 24 )One-fourth of the shares subject to the option vested on June 19, 2019 and 1/48 of the shares vest monthly thereafter.

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