Filing Details
- Accession Number:
- 0001213900-19-014212
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2019-07-31 17:00:57
- Reporting Period:
- 2019-07-29
- Accepted Time:
- 2019-07-31 17:00:57
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1639225 | Livongo Health Inc. | LVGO | Services-Misc Health & Allied Services, Nec (8090) | 263542036 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1766574 | (Publ) Ab Kinnevik | Skeppsbron 18, P.o. Box 2094 Stockholm V7 SE-103 13 | No | No | Yes | No | |
| 1783168 | Ab Online Kinnevik | Skeppsbron 18, P.o. Box 2094 Stockholm V7 SE-103 13 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 Par Value Per Share | Acquisiton | 2019-07-29 | 18,771 | $0.00 | 1,699,974 | No | 4 | C | Indirect | See footnote |
| Common Stock, $0.001 Par Value Per Share | Acquisiton | 2019-07-29 | 11,268 | $0.00 | 1,711,242 | No | 4 | C | Indirect | See footnote |
| Common Stock, $0.001 Par Value Per Share | Acquisiton | 2019-07-29 | 2,816,790 | $0.00 | 4,528,032 | No | 4 | C | Indirect | See footnote |
| Common Stock, $0.001 Par Value Per Share | Acquisiton | 2019-07-29 | 4,984,100 | $0.00 | 9,512,132 | No | 4 | C | Indirect | See footnote |
| Common Stock, $0.001 Par Value Per Share | Acquisiton | 2019-07-29 | 2,991,795 | $28.00 | 12,503,927 | No | 4 | P | Indirect | See footnote |
| Common Stock, $0.001 Par Value Per Share | Acquisiton | 2019-07-29 | 150,000 | $28.00 | 12,653,927 | No | 4 | P | Indirect | See footnote |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | See footnote |
| No | 4 | C | Indirect | See footnote |
| No | 4 | C | Indirect | See footnote |
| No | 4 | C | Indirect | See footnote |
| No | 4 | P | Indirect | See footnote |
| No | 4 | P | Indirect | See footnote |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 Par Value Per Share | Series A convertible preferred stock | Disposition | 2019-07-29 | 18,771 | $0.00 | 18,771 | $0.00 |
| Common Stock, $0.001 Par Value Per Share | Series C convertible preferred stock | Disposition | 2019-07-29 | 11,268 | $0.00 | 11,268 | $0.00 |
| Common Stock, $0.001 Par Value Per Share | Series D convertible preferred stock | Disposition | 2019-07-29 | 2,816,790 | $0.00 | 2,816,790 | $0.00 |
| Common Stock, $0.001 Par Value Per Share | Series E convertible preferred stock | Disposition | 2019-07-29 | 4,984,100 | $0.00 | 4,984,100 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect |
Footnotes
- Each share of Series A convertible preferred stock automatically converted into the Issuer's common stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering (the "IPO"), which closed on July 29, 2019, for no additional consideration. The shares had no expiration date.
- The shares of common stock are directly beneficially owned by Kinnevik Online AB ("Kinnevik Online"). Kinnevik AB (publ), as the sole shareholder of Kinnevik Online, may be deemed to have shared voting and dispositive power, and therefore, beneficial ownership, over the shares of common stock owned directly by Kinnevik Online.
- Each share of Series C convertible preferred stock automatically converted into the Issuer's common stock on a 1:1 basis immediately prior to the closing of the Issuer's IPO, which closed on July 29, 2019, for no additional consideration. The shares had no expiration date.
- Each share of Series D convertible preferred stock automatically converted into the Issuer's common stock on a 1:1 basis immediately prior to the closing of the Issuer's IPO, which closed on July 29, 2019, for no additional consideration. The shares had no expiration date.
- Each share of Series E convertible preferred stock automatically converted into the Issuer's common stock on a 1:1 basis immediately prior to the closing of the Issuer's IPO, which closed on July 29, 2019, for no additional consideration. The shares had no expiration date.
- The shares of Series A convertible preferred stock, Series C convertible preferred stock, Series D convertible preferred stock and Series E convertible preferred stock (collectively, the "Preferred Stock") were directly beneficially owned by Kinnevik Online. Kinnevik AB (publ), as the sole shareholder of Kinnevik Online, was deemed to have shared voting and dispositive power, and therefore, beneficial ownership, over the shares of Preferred Stock owned directly by Kinnevik Online.
- Concurrently with the IPO, on July 29, 2019, pursuant to a stock transfer agreement with Merck Global Health Innovation Fund, LLC ("Merck") and other parties thereto, dated July 15, 2019, Kinnevik Online purchased from Merck 2,991,795 shares of common stock in a secondary private placement at the IPO price of $28.00 per share.
- In connection with the Issuer's IPO, on July 29, 2019, Kinnevik Online purchased an aggregate of 150,000 shares of common stock at the IPO price of $28.00 per share.
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