Filing Details

Accession Number:
0001193125-20-038202
Form Type:
13G Filing
Publication Date:
2020-02-14 16:08:06
Filed By:
7wire Ventures Fund, L.p.
Company:
Livongo Health Inc. (NASDAQ:LVGO)
Filing Date:
2020-02-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
7Wire Ventures 0 3,373,987 0 3,373,987 3,373,987 3.6%
7Wire Ventures 0 285,131 0 285,131 285,131 0.3%
7Wire Ventures 0 361,718 0 361,718 361,718 0.4%
7Wire Ventures 0 400,528 0 400,528 400,528 0.4%
7Wire Ventures Fund 0 1,159,901 0 1,159,901 1,159,901 1.2%
7Wire Management 1,159,901 0 1,159,901 0 1,159,901 1.2%
Glen Tullman 4,356,399 5,581,265 4,356,399 5,581,265 9,937,664 10.1%
Lee Shapiro 1,127,202 5,581,265 1,127,202 5,581,265 6,708,467 7.1%
Robert Garber 0 5,581,265 0 5,581,265 5,581,265 5.9%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

 

 

LIVONGO HEALTH, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

539183103

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 539183103       Page 2

 

  1   

NAME OF REPORTING PERSON:

 

7Wire Ventures LLCSeries EosHealth

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

46-3424640

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY:

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

Illinois

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

   5    

SOLE VOTING POWER

 

0

   6    

SHARED VOTING POWER

 

3,373,987

   7    

SOLE DISPOSITIVE POWER

 

0

   8    

SHARED DISPOSITIVE POWER

 

3,373,987

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

3,373,987

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

3.6%(1)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

OO

 

(1)

Based on approximately 94,482,000 shares of the Issuers common stock outstanding as of October 31, 2019, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.


CUSIP No. 539183103       Page 3

 

  1   

NAME OF REPORTING PERSON:

 

7Wire Ventures LLCSeries Livongo C

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

81-2035982

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY:

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

Illinois

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

   5    

SOLE VOTING POWER

 

0

   6    

SHARED VOTING POWER

 

285,131

   7    

SOLE DISPOSITIVE POWER

 

0

   8    

SHARED DISPOSITIVE POWER

 

285,131

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

285,131

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

0.3%(1)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

OO

 

(1)

Based on approximately 94,482,000 shares of the Issuers common stock outstanding as of October 31, 2019, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.


CUSIP No. 539183103       Page 4

 

  1   

NAME OF REPORTING PERSON:

 

7Wire Ventures LLCSeries Livongo D

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

81-5458952

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY:

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

Illinois

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

   5    

SOLE VOTING POWER

 

0

   6    

SHARED VOTING POWER

 

361,718

   7    

SOLE DISPOSITIVE POWER

 

0

   8    

SHARED DISPOSITIVE POWER

 

361,718

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

361,718

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

0.4%(1)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

OO

 

(1)

Based on approximately 94,482,000 shares of the Issuers common stock outstanding as of October 31, 2019, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.


CUSIP No. 539183103       Page 5

 

  1   

NAME OF REPORTING PERSON:

 

7Wire Ventures LLCSeries Livongo E

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

82-5090469

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY:

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

Illinois

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

   5    

SOLE VOTING POWER

 

0

   6    

SHARED VOTING POWER

 

400,528

   7    

SOLE DISPOSITIVE POWER

 

0

   8    

SHARED DISPOSITIVE POWER

 

400,528

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

400,528

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

0.4%(1)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

OO

 

(1)

Based on approximately 94,482,000 shares of the Issuers common stock outstanding as of October 31, 2019, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.


CUSIP No. 539183103       Page 6

 

  1   

NAME OF REPORTING PERSON:

 

7Wire Ventures Fund, L.P.

   

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

38-3990799

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY:

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

   5    

SOLE VOTING POWER

 

0

   6    

SHARED VOTING POWER

 

1,159,901

   7    

SOLE DISPOSITIVE POWER

 

0

   8    

SHARED DISPOSITIVE POWER

 

1,159,901

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,159,901

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

1.2%(1)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

PN

 

(1)

Based on approximately 94,482,000 shares of the Issuers common stock outstanding as of October 31, 2019, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.


CUSIP No. 539183103       Page 7

 

  1   

NAME OF REPORTING PERSON:

 

7Wire Management, LLC

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

81-1341302

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY:

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

   5    

SOLE VOTING POWER

 

1,159,901(1)

   6    

SHARED VOTING POWER

 

0

   7    

SOLE DISPOSITIVE POWER

 

1,159,901(1)

   8    

SHARED DISPOSITIVE POWER

 

0

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,159,901(1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

1.2%(2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

OO

 

(1) 

The shares are held of record by 7Wire Ventures Fund, L.P. for which 7Wire Management, LLC, or 7Wire Management, serves as the Manager.

(2) 

Based on approximately 94,482,000 shares of the Issuers common stock outstanding as of October 31, 2019, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.


CUSIP No. 539183103       Page 8

 

  1   

NAME OF REPORTING PERSON:

 

Glen Tullman

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY:

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

   5    

SOLE VOTING POWER

 

4,356,399(1)

   6    

SHARED VOTING POWER

 

5,581,265(1)

   7    

SOLE DISPOSITIVE POWER

 

4,356,399(1)

   8    

SHARED DISPOSITIVE POWER

 

5,581,265(1)

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

9,937,664

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

10.1%(2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

IN

 

(1) 

Consists of (i) 799,163 shares held of record by Mr. Tullman; (ii) 3,557,236 options exercisable within 60 days of December 31, 2019; (iii) 3,373,987 shares held of record by 7Wire Ventures LLC-Series EosHealth; (iv) 285,131 shares held of record by 7Wire Ventures LLCSeries Livongo C; (v) 361,718 shares held of record by 7Wire Ventures LLCSeries Livongo D; (vi) 400,528 shares held of record by 7Wire Ventures LLCSeries Livongo E, collectively, the 7Wire Series; and (vii) 1,159,901 shares held of record by 7Wire Ventures Fund, L.P. for which 7Wire Management, LLC, or 7Wire Management, serves as the Manager. As a Manager of 7Wire Series and 7Wire Management, Mr. Tullman shares voting and dispositive power with respect to the shares held of record by 7Wire Series and 7Wire LP.

(2) 

Based on approximately 94,482,000 shares of the Issuers common stock outstanding as of October 31, 2019, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.


CUSIP No. 539183103       Page 9

 

  1   

NAME OF REPORTING PERSON:

 

Lee Shapiro

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY:

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

   5    

SOLE VOTING POWER

 

1,127,202(1)

   6    

SHARED VOTING POWER

 

5,581,265(1)

   7    

SOLE DISPOSITIVE POWER

 

1,127,202(1)

   8    

SHARED DISPOSITIVE POWER

 

5,581,265(1)

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

6,708,467(1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

7.1%(2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

IN

 

(1)

Consists of (i) 841,314 shares held of record by Mr. Shapiro; (ii) 285,888 shares issuable upon vesting of restricted stock units within 60 days of December 31, 2019; (iii) 3,373,987 shares held of record by 7Wire Ventures LLC-Series EosHealth; (iv) 285,131 shares held of record by 7Wire Ventures LLCSeries Livongo C; (v) 361,718 shares held of record by 7Wire Ventures LLCSeries Livongo D; (vi) 400,528 shares held of record by 7Wire Ventures LLCSeries Livongo E, collectively, the 7Wire Series; and (vii) 1,159,901 shares held of record by 7Wire Ventures Fund, L.P. for which 7Wire Management, LLC, or 7Wire Management, serves as the Manager. As a Manager of 7Wire Series and 7Wire Management, Mr. Shapiro shares voting and dispositive power with respect to the shares held of record by 7Wire Series and 7Wire LP.

(2)

Based on approximately 94,482,000 shares of the Issuers common stock outstanding as of October 31, 2019, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.


CUSIP No. 539183103       Page 10

 

  1   

NAME OF REPORTING PERSON:

 

Robert Garber

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY:

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

   5    

SOLE VOTING POWER

 

0

   6    

SHARED VOTING POWER

 

5,581,265(1)

   7    

SOLE DISPOSITIVE POWER

 

0

   8    

SHARED DISPOSITIVE POWER

 

5,581,265(1)

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

5,581,265(1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

5.9%(2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

IN

 

(1)

Consists of (i) 3,373,987 shares held of record by 7Wire Ventures LLC-Series EosHealth; (ii) 285,131 shares held of record by 7Wire Ventures LLCSeries Livongo C; (iii) 361,718 shares held of record by 7Wire Ventures LLCSeries Livongo D; (iv) 400,528 shares held of record by 7Wire Ventures LLCSeries Livongo E, collectively, the 7Wire Series; and (v) 1,159,901 shares held of record by 7Wire Ventures Fund, L.P. for which 7Wire Management, LLC, or 7Wire Management, serves as the Manager. As a Manager of 7Wire Series and 7Wire Management, Mr. Garber shares voting and dispositive power with respect to the shares held of record by 7Wire Series and 7Wire LP.

(2)

Based on approximately 94,482,000 shares of the Issuers common stock outstanding as of October 31, 2019, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.


Item 1

(a) Name of Issuer:

Livongo Health, Inc.

(b) Address of Issuers Principal Executive Offices:

150 West Evelyn Avenue, Suite 150

Mountain View, California 94041

 

Item 2

(a) Names of Persons Filing:

Each of the following is a reporting person (Reporting Person):

7Wire Ventures LLCSeries EosHealth

7Wire Ventures LLCSeries Livongo C

7Wire Ventures LLCSeries Livongo D

7Wire Ventures LLCSeries Livongo E

7Wire Ventures Fund, L.P.

7Wire Management, LLC

Glen Tullman

Lee Shapiro

Robert Garber

(b) Address or principal business office or, if none, residence:

The address for the principal business office of the Reporting Persons is:

444 N Michigan Avenue

Chicago, Illinois 60611

(c) Citizenship:

Reference is made to the response to item 4 on each of pages 2 - 10 of this Schedule 13G (this Schedule), which responses are incorporated herein by reference.

(d) Title and Class of Securities:

Common Stock, par value $0.001 per share.

(e) CUSIP No.:

539183103

Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership

Reference is hereby made to the responses to items 5-9 and 11 of pages 2 - 10 of this Schedule, which responses are incorporated herein by reference.


Item 5. Ownership of Five Percent or Less of a Class

Not applicable.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2020

 

7WIRE VENTURES LLC - SERIES EOSHEALTH
By:  

/s/ Robert Garber

Name:   Robert Garber
Its:   Manager
7WIRE VENTURES LLC  SERIES LIVONGO C
By:  

/s/ Robert Garber

Name:   Robert Garber
Its:   Manager
7WIRE VENTURES LLC  SERIES LIVONGO D
By:  

/s/ Robert Garber

Name:   Robert Garber
Its:   Manager
7WIRE VENTURES LLC  SERIES LIVONGO E
By:  

/s/ Robert Garber

Name:   Robert Garber
Its:   Manager
7WIRE VENTURES FUND, L.P.
By:   7WIRE MANAGEMENT, LLC
Its:   Manager
By:  

/s/ Robert Garber

Name:   Robert Garber
Title:   Manager
7WIRE MANAGEMENT, LLC
By:  

/s/ Robert Garber

Name:   Robert Garber
Title:   Manager

/s/ Glen Tullman

Glen Tullman

/s/ Lee Shapiro

Lee Shapiro

/s/ Robert Garber

Robert Garber

Exhibit Index

 

Exhibit 99.1    Agreement of Joint Filing by and among 7Wire Ventures LLC-Series EosHealth, 7Wire Ventures LLCSeries Livongo C, 7Wire Ventures LLCSeries Livongo D, 7Wire Ventures LLCSeries Livongo E, 7Wire Ventures Fund, L.P., 7Wire Management, LLC, Glen Tullman, Lee Shapiro and Robert Garber dated February 14, 2020