Filing Details

Accession Number:
0001104659-21-024570
Form Type:
4
Zero Holdings:
No
Publication Time:
2021-02-16 21:13:33
Reporting Period:
2021-02-12
Accepted Time:
2021-02-16 21:13:33
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1804176 Butterfly Network Inc. BFLY () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1228603 Larry Robbins 767 Fifth Avenue, 44Th Floor
New York NY 10153
Yes No Yes No
1804090 Longview Investors Llc 767 Fifth Avenue, 44Th Floor
New York NY 10153
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
Class A Common Stock Acquisiton 2021-02-12 10,275,000 $0.00 10,275,000 No 4 C Indirect See footnote
Class A Common Stock Acquisiton 2021-02-12 2,274,846 $0.00 12,549,846 No 4 P Indirect See footnote
Class A Common Stock Acquisiton 2021-02-12 2,500,000 $10.00 15,049,846 No 4 P Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
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
Class A Common Stock Class B Common Stock Disposition 2021-02-12 10,275,000 $0.00 10,275,000 $0.00
Class A Common Stock Warrants to purchase Class A Common Stock Acquisiton 2021-02-12 6,853,333 $1.50 6,853,333 $11.50
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 C Indirect
6,853,333 No 4 P Indirect
Footnotes
  1. In connection with the completion of the Issuer's initial business combination (the "Business Combination") pursuant to the Business Combination Agreement, dated November 19, 2020, by and among Longview Acquisition Corp. ("Longview"), Clay Merger Sub, Inc., a wholly owned subsidiary of Longview ("Merger Sub"), and Butterfly Network, Inc. ("Butterfly"), the shares of Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis for no additional consideration. As part of the Business Combination, Longview changed its name to Butterfly Network, Inc. (the "Issuer") on February 12, 2021.
  2. Longview Investors LLC (the "Sponsor"), or its affiliates, is the record holder of the securities reported herein. Mr. Robbins is the managing member of the Sponsor. Mr. Robbins shares voting and dispositive power over the securities held by the Sponsor and may be deemed to beneficially own such securities. Mr. Robbins disclaims beneficial ownership over any securities owned by the Sponsor other than to the extent of any pecuniary interest he may have therein.
  3. Received upon the closing of the Business Combination (the "Closing") pursuant to the automatic conversion of the principal amount plus accrued but unpaid interest on certain convertible notes issued by Butterfly and assumed by the Issuer immediately prior to the Closing, held by Glenview Capital Partners, L.P., Glenview Institutional Partners, L.P., Glenview Capital Master Fund, LTD., Glenview Capital Opportunity Fund, L.P. and Glenview Offshore Opportunity Master Fund, LTD. (the "Glenview Investment Funds"). The conversion was effected with shares of Class A Common Stock calculated by dividing the outstanding principal plus accrued but unpaid interest on each convertible note by $10.00, rounded down to the nearest whole number of shares.
  4. Mr. Robbins is the Founder, Portfolio Manager and CEO of Glenview Capital Management, LLC, which serves as investment manager to each of the Glenview Investment Funds. Mr. Robbins shares voting and dispositive power over the shares held by the Glenview Investment Funds and may be deemed to beneficially own such shares. Mr. Robbins disclaims beneficial ownership over any securities owned by the Glenview Investment Funds other than to the extent of any pecuniary interest he may have therein.
  5. The Glenview Investment Funds purchased 2,500,000 shares of Class A Common Stock from the Issuer, at a price of $10.00 per share, in a private placement immediately prior to the Closing. Mr. Robbins is the Founder, Portfolio Manager and CEO of Glenview Capital Management, LLC, which serves as investment manager to each of the Glenview Investment Funds.
  6. Pursuant to the Private Placement Warrant Purchase Agreement, effective as of May 20, 2020, by and between Longview and the Sponsor, the Sponsor purchased an aggregate of 6,853,333 warrants to purchase Class A ordinary shares, each warrant entitling the Sponsor, upon exercise, to purchase one share of Class A Common Stock (the "Private Placement Warrants") for a price of $1.50 per Private Placement Warrant. Upon consummation of the Business Combination, the Private Placement Warrants become exercisable beginning May 26, 2021 for one share of Class A Common Stock at a price of $11.50 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Business Combination.