Khosla Vinod Form 3 Guardant Health / VINOD KHOSLA ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Khosla Ventures IV, L.P.

(Last) (First) (Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/03/2018

3. Issuer Name and Ticker or Trading Symbol
Guardant Health, Inc. [ GH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
SERIES B PREFERRED STOCK	(1)	(1)	COMMON STOCK	281,020	(1)	I	Khosla Ventures IV (CF), L.P.(2)
SERIES B PREFERRED STOCK	(1)	(1)	COMMON STOCK	4,395,627	(1)	I	Khosla Ventures IV, L.P.(3)
SERIES C PREFERRED STOCK	(1)	(1)	COMMON STOCK	84,306	(1)	I	Khosla Ventures IV (CF), L.P.(2)
SERIES C PREFERRED STOCK	(1)	(1)	COMMON STOCK	1,318,688	(1)	I	Khosla Ventures IV, L.P.(3)
SERIES D PREFERRED STOCK	(1)	(1)	COMMON STOCK	61,111	(1)	I	Khosla Ventures IV (CF), L.P.(2)
SERIES D PREFERRED STOCK	(1)	(1)	COMMON STOCK	955,882	(1)	I	Khosla Ventures IV, L.P.(3)
SERIES E PREFERRED STOCK	(1)	(1)	COMMON STOCK	2,695	(1)	I	Khosla Ventures IV (CF), L.P.(2)
SERIES E PREFERRED STOCK	(1)	(1)	COMMON STOCK	42,169	(1)	I	Khosla Ventures IV, L.P.(3)

1. Name and Address of Reporting Person^*

Khosla Ventures IV, L.P.

(Last) (First) (Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Khosla Ventures IV (CF), L.P.

(Last) (First) (Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Khosla Ventures Associates IV, LLC

(Last) (First) (Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VK Services, LLC

(Last) (First) (Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KHOSLA VINOD

(Last) (First) (Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. The shares of the Issuer's Series B, Series C, Series D and Series E Preferred Stock (collectively, the "Preferred Stock") are convertible, at the option of the holder, into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Issuer's Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation")). The shares of Preferred Stock will automatically convert into shares of the Issuer's Common Stock, for no additional consideration, at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the consummation of the Issuer's initial public offering, and have no expiration date.

2. Consists of securities held of record by Khosla Ventures IV (CF), L.P. ("KV IV (CF)"), of which Khosla Ventures Associates IV, LLC ("KVA IV") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the sole manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV (CF), and each of KVA IV, VK Services, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV (CF). Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. Consists of securities held of record by Khosla Ventures IV, L.P. ("KV IV"), of which KVA IV is the general partner. Vinod Khosla is the managing member of VK Services, which is the sole manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV, and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

	/s/John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC, in its capacity as general partner of Khosla Ventures IV, L.P.	10/03/2018
	/s/John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC, in its capacity as general partner of Khosla Ventures IV (CF), L.P.	10/03/2018
	/s/John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC.	10/03/2018
	/s/John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC.	10/03/2018
	/s/John J. Demeter, as attorney in fact for Vinod Khosla.	10/03/2018
	** Signature of Reporting Person	Date
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