SEC Form 4
FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Butterfly Network, Inc. [ BFLY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/21/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 03/21/2022 | J(1) | 6,202,545 | D | $0 | 0 | I | By 23rd Century Capital LLC(2) | ||
Class A Common Stock | 03/21/2022 | J(1) | 6,202,545 | A | $0 | 6,202,545 | I | By 2012 JMR Trust Common, LLC(2) | ||
Class B Common Stock | 03/21/2022 | J(1) | 6,202,545 | D | $0 | 9,716,596 | I | By 4C Holdings I, LLC(2) | ||
Class B Common Stock | 03/21/2022 | J(1) | 6,202,545 | A | $0 | 8,845,238 | I | By 4C Holdings V, LLC(2) | ||
Class B Common Stock | 2,621,701 | I | By 4C Holdings II, LLC(2) | |||||||
Class B Common Stock | 2,621,701 | I | By 4C Holdings III, LLC(2) | |||||||
Class B Common Stock | 2,621,701 | I | By 4C Holdings IV, LLC(2) | |||||||
Class A Common Stock | 2,527,904 | D | ||||||||
Class A Common Stock | 726,696 | I | By Bonnie E Gould Rothberg MD(2) | |||||||
Class A Common Stock | 952,277 | I | By 1997 JMR Trust Common, LLC(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. In connection with estate planning, transfers of 6,202,545 shares of Class A Common Stock transferred by 23rd Century Capital LLC to 2012 JMR Trust Common, LLC and 6,202,545 shares of Class B Common Stock transferred by 4C Holdings I, LLC to 4C Holdings V, LLC, in each case with no consideration received in exchange therefor other than the shares to be received by the transferees. |
2. Dr. Rothberg is a member of 23rd Century Capital LLC and the Manager of 1997 JMR Trust Common, LLC, 2012 JMR Trust Common, LLC, 4C Holdings I, LLC, 4C Holdings II, LLC, 4C Holdings III, LLC, 4C Holdings IV, LLC and 4C Holdings V, LLC, and is the spouse of Bonnie E Gould Rothberg MD. Dr. Rothberg disclaims beneficial ownership of the securities held by these persons and entities except to the extent of his pecuniary interest therein. |
/s/ John P. Condon, Attorney-in-Fact for Jonathan M. Rothberg, Ph.D. | 03/23/2022 | |
/s/ John P. Condon, Attorney-in-Fact for 4C Holdings I, LLC | 03/23/2022 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |