Sec Form 4 Filing - Molinari Gioel @ Butterfly Network, Inc. - 2021-02-12

Insider filing report for Changes in Beneficial Ownership
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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
Molinari Gioel
2. Issuer Name and Ticker or Trading Symbol
Butterfly Network, Inc. [ BFLY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP and CPO
(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)
__ 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
Class A Common Stock 02/12/2021 A 376,383 A 376,383 D
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) $ 1.77 02/12/2021 A 1,972,770 ( 2 ) 04/06/2027 Class A Common Stock 1,855,961 ( 3 ) 1,972,770 D
Stock Option (right to buy) $ 9.4 02/12/2021 A 103,830 ( 4 ) 12/17/2030 Class A Common Stock 103,829 ( 5 ) 103,830 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Molinari Gioel
C/O BUTTERFLY NETWORK, INC.
530 OLD WHITFIELD STREET
GUILFORD, CT06437
EVP and CPO
Signatures
/s/ Mary Miller, Attorney-in-Fact 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 362,500 shares of Butterfly common stock.
( 2 )The shares underlying this option vested as to 25% on March 31, 2018, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Mr. Molinari's continued service through the applicable vesting date.
( 3 )Received in connection with the Merger in exchange for a stock option to acquire 1,900,000 shares of Butterfly common stock for $1.83 per share.
( 4 )The shares underlying this option vest in 48 equal monthly installments beginning on January 31, 2021, subject to the Mr. Molinari's continued service through the applicable vesting date.
( 5 )Received in connection with the Merger in exchange for a stock option to acquire 100,000 shares of Butterfly common stock for $9.75 per share.

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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