Sec Form 4 Filing - Green Philip D @ Livongo Health, Inc. - 2020-10-29

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Green Philip D 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O LIVONGO HEALTH, INC., 150 WEST EVELYN AVENUE, SUITE 150 3. Date of Earliest Transaction (MM/DD/YY) 10/29/2020 (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 10/29/2020 J( 1 ) 22,408 A $ 0 46,198 D Common Stock 10/29/2020 J( 2 ) 21,893 A $ 0 89,759 I See footnote ( 3 ) Common Stock 10/29/2020 J( 2 ) 21,893 A $ 0 89,760 I See footnote ( 4 ) Common Stock 10/29/2020 J( 2 ) 21,893 A $ 0 89,759 I See footnote ( 5 ) Common Stock 10/30/2020 J( 6 ) 198 A $ 0 46,396 D Common Stock 10/30/2020 D 46,396 D 0 D Common Stock 10/30/2020 D 89,759 ( 8 ) D 0 I See footnote ( 3 ) Common Stock 10/30/2020 D 89,760 ( 8 ) D 0 I See footnote ( 4 ) Common Stock 10/30/2020 D 89,759 ( 11 ) D 0 I See footnote ( 5 )

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 Stock Option (right to buy) $ 1.88 10/30/2020 D 4,862 ( 12 ) 12/03/2027 Common Stock 4,862 ( 10 ) ( 13 ) 0 I See footnote ( 3 ) Stock Option (right to buy) $ 1.88 10/30/2020 D 4,862 ( 12 ) 12/03/2027 Common Stock 4,862 ( 10 ) ( 13 ) 0 I See footnote ( 4 ) Stock Option (right to buy) $ 1.88 10/30/2020 D 4,861 ( 12 ) 12/03/2027 Common Stock 4,861 ( 10 ) ( 13 ) 0 I See footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Green Philip D C/O LIVONGO HEALTH, INC. 150 WEST EVELYN AVENUE, SUITE 150 MOUNTAIN VIEW, CA94041 X 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 pro rata in-kind distributions by 7wire Ventures, LLC - Series Livongo D and 7wire Ventures, LLC - Series Livongo E. ( 2 )Represents the receipt of shares pursuant to a pro rata in-kind distribution by 7wire Ventures, LLC - Series EosHealth. ( 3 )The shares are held of record by The Philip D. Green 2012 Children's Trust FBO Joshua D. Green for which the reporting person's spouse serves as trustee. ( 4 )The shares are held of record by The Philip D. Green 2012 Children's Trust FBO Justin J. Green for which the reporting person's spouse serves as trustee. ( 5 )The shares are held of record by The Philip D. Green 2012 Children's Trust FBO Alexandra E. Green for which the reporting person's spouse serves as trustee. ( 6 )Represents the receipt of shares pursuant to a pro rata in-kind distribution by 7wire Ventures Fund, L.P. ( 7 )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). ( 8 )Includes 10,411 restricted stock units ("RSUs"). ( 9 )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). ( 10 )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. ( 11 )Includes 10,410 RSUs. ( 12 )One-fourth of the shares subject to the option vested on December 4, 2018 and 1/48 of the shares vest monthly thereafter. ( 13 )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).

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.