Sec Form 3 Filing - Rothberg Michael @ Butterfly Network, Inc. - 2021-02-12

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
Rothberg Michael
2. Issuer Name and Ticker or Trading Symbol
Butterfly Network, Inc. [ BFLY]
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)
C/O BUTTERFLY NETWORK, INC., 530 OLD WHITFIELD STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/12/2021
(Street)
GUILFORD, CT06437
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
Class A Common Stock 908,512 ( 1 ) I By Michael J. Rothberg Family Trust ( 2 )
Class A Common Stock 28,120,307 ( 3 ) I By Rothberg Family Fund I, LLC ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rothberg Michael
C/O BUTTERFLY NETWORK, INC.
530 OLD WHITFIELD STREET
GUILFORD, CT06437
X
Rothberg Family Fund I, LLC
C/O BUTTERFLY NETWORK, INC.
530 OLD WHITFIELD STREET
GUILFORD, CT06437
X
Signatures
/s/ Mary Miller, Attorney-in-Fact for Michael J. Rothberg 02/16/2021
Signature of Reporting Person Date
/s/ Mary Miller, Attorney-in-Fact for Rothberg Family Fund I, LLC 02/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the closing of the transactions contemplated by the Business Combination Agreement, dated as of November 19, 2020, by and among Longview Acquisition Corp. ("Longview"), Clay Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Longview ("Merger Sub"), and Butterfly Network, Inc., a Delaware corporation ("Butterfly"), pursuant to which Merger Sub merged with and into Butterfly (the "Merger"), with Butterfly surviving as a wholly-owned subsidiary of Longview (which changed its name to "Butterfly Network, Inc.", the "Issuer"), these shares were received in exchange for 875,000 shares of Butterfly common stock.
( 2 )Mr. Rothberg is the Trustee of the Michael J. Rothberg Family Trust and the Manager of the Rothberg Family Fund I, LLC. Mr. Rothberg disclaims beneficial ownership of the securities held by these entities except to the extent of his pecuniary interest therein.
( 3 )Received in connection with the Merger in exchange for 25,000,000 shares of Butterfly Series B preferred stock, 2,037,432 and shares of Butterfly Series D preferred stock and upon conversion of an aggregate principal amount of $456,900, plus accrued but unpaid interest, of Butterfly convertible notes, based on a conversion price of $10.00 per share.

Remarks:
Exhibit 24.1 - Power of Attorney - Michael J. Rothberg, Exhibit 24.2 - Power of Attorney - Rothberg Family Fund I, LLC

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